Pay-to-play provisions are back in 2026 down rounds. How pull-ups, shadow preferred, and forced conversion work — and how Florida founders limit the fallout.
Pure assignment captures inventions made on the job. It misses the personal library the engineer dropped into the codebase before lunch. The background IP license closes the gap acquirer’s counsel always finds.
A vested ISO is not a vested asset until it is exercised, and the post-termination window is usually three months. Here is the tax cliff that ambushes engineers who treat the option like cash.
The plan’s default cause definition is broad and company-friendly, and it can extinguish vested options at termination. The bespoke service-agreement version should usually override it.
Most equity and IP disputes do not come from a bad deal — they come from good deals described imprecisely across documents that were supposed to fit together. A drafting checklist for startup contractor and executive agreements.
Post-money SAFE dilution quietly shifts ownership away from Florida founders, and every new SAFE stacks. Learn to model the real number before a priced round.
How New York, California, Florida, Delaware, and Texas usury laws apply to convertible notes after Adar Bays. Drafting traps and how to avoid them.
A real anonymized capital raise we papered for a small Florida company — common stock instead of SAFEs, two-tier shareholder rights, restricted stock for advisors. Five downloadable templates included.
When an earlier investor’s rights block the next round, the buyout is its own miniature deal. The cost and structure depend on how strong their hand actually is.
Informal early checks create predictable cap-table problems. We see this pattern often enough that we’ve built a cleanup playbook.