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Insights

Investor Rights Agreement: The Post-Investment Playbook for Governance and Growth

Once a startup closes a priced equity round, investors want more than just shares - they want visibility, influence, and information.

Stock Purchase Agreement (SPA): The Core Deal Document That Governs Startup Fundraising Transactions

When startups raise a priced equity financing - often at the seed or Series A stage - the Stock Purchase Agreement (SPA) becomes the central contract that governs the investment

Valuation Caps in Convertible Instruments: Anchoring Investor Economics in Early-Stage Rounds

Early-stage startups often raise capital through convertible instruments like SAFEs or convertible notes - structures designed to delay valuation discussions until a priced equity round.

Right of First Refusal (ROFR): A Critical Tool for Ownership Control in Private Companies

As startups grow and equity stakes shift, controlling who owns shares becomes increasingly important. One of the most effective tools for managing this is the Right of First Refusal (ROFR).

Yes, through acceleration provisions - often triggered by acquisitions or termination without cause.

Unvested shares are actual stock subject to vesting, while options are simply the right to purchase shares in the future.

Yes, in most cases unvested shares come with full voting privileges. Options, however, do not.

Yes, employees technically own unvested shares, but the company retains the right to repurchase them if the employee leaves before vesting.

Not always. While acceleration is common, especially at the executive level, it must be specifically negotiated and documented in the equity agreement.

Yes. Founders, executives, and employees can all negotiate acceleration clauses, though terms often vary by role and seniority.

It ensures employees remain motivated and engaged after an acquisition, protecting company value and reducing turnover risk.

Single trigger accelerates vesting upon one event, such as an acquisition, while double trigger requires both an acquisition and a termination without cause.

No. Vesting schedules can also apply to contractors, advisors, and executives who receive equity compensation under the company’s equity incentive plan.

Yes. While time-based vesting is standard, many startups use performance-based or hybrid structures to align equity with specific goals or milestones.

A cliff ensures employees demonstrate commitment and cultural fit before receiving ownership. It also protects the company from granting equity to short-term hires.

The standard structure is a four-year schedule with a one-year cliff, followed by monthly or quarterly vesting for the remaining equity.

Ideally at incorporation. Waiting too long can create dilution challenges and complicate negotiations with investors.

An EIP can include stock options, restricted stock, RSUs, and other equity-based awards, giving flexibility to tailor compensation.

Yes. Even small teams benefit from setting aside equity early. Without one, you risk complications in hiring, fundraising, and future compliance.

Most early-stage startups set aside 10–20% of total equity, but the right size depends on your growth plan, hiring needs, and investor input.

Yes. A larger pool can dilute per-share value, which impacts how acquisition proceeds are distributed among shareholders and option holders.

Founders can negotiate for vesting acceleration, retention bonuses, or favorable conversion terms to ensure employees benefit from the deal.

Not always. Depending on the agreement, unvested options may continue vesting, accelerate, or be canceled and replaced with new grants.

Option pools may either remain under the existing plan with the same vesting schedules or be converted into the acquiring company’s plan under a conversion ratio.

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