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Technical Debt Disclosure: When Due Diligence Reveals Your ‘Perfect System’ Is Actually Legacy Code
In early 2024, an AI company in Shenzhen that had secured RMB 50 million in Series B funding from a leading institution triggered quite a stir. The founder repeatedly emphasized during the roadshow that its “independently developed underlying AI engine” had been running stably for over 18 months and served dozens of paying customers. Riding…
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Key Personnel Lock-Up Clauses: The CTO Leaves and Valuation Halves — How to Bind Core Team Members
In 2023, a Hangzhou startup completed its Series A financing at a valuation of RMB 300 million. At the same time, an additional clause was attached to the investment agreement: the founder and CTO had to continue serving full-time for at least four years after the financing. The investor viewed this as standard practice, while…
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ESOP Design for Software Companies: Why Give Programmers 10% Equity? Talent Is Productivity
Case: In 2024, the founder of a Series A SaaS company valued at RMB 500 million hesitated at the negotiating table — the investors demanded the team ESOP not exceed 8% of total equity, while the CTO insisted on reserving 12%. “Programmers aren’t worth that much; 6% is enough,” the investor said, throwing up his…
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Source Code Escrow: What If Investors Fear Being Held Hostage When the Founder Controls All the Code?
In-Depth Practice of Source Code Co-Management and Escrow Clauses In the investment and financing practice of the software industry, we repeatedly witness an unsettling reality: the core code of the vast majority of startups is actually controlled by only one or two people. A CTA (Chief Technical Architect) leaving, co-founders falling out, or a founder…
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IP Contribution in the Software Industry: A Founder Contributes Code at a 10 Million Valuation? Investors Go Silent After Due Diligence
An In-Depth Analysis of IP Contribution and Valuation Clauses in the Software Industry Editor’s Note: In the software startup space, “technology-based contribution” (contributing technology as capital) has become one of the most common forms of capital contribution. A programmer brings code they developed to an investor, and the two hit it off immediately…
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When a Founder Suddenly Dies, Who Gets the Equity? Without This Clause in the Charter, Everything Changes
一家做智能硬件的公司创始人老陈突发心梗去世，年仅42岁。他持股60%，是绝对控股股东。 办完丧事，老陈的妻子拿着结婚证来公司，说要继承丈夫的
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Non-Compete Clauses: What Can You Do When a Partner Starts a Rival Business?
一、案例引入：合伙人”叛逃”引发的惨案 2022年，某AI创业公司”ZY科技”的三位合伙人甲（CEO）、乙（CTO）、丙（CMO）共同创立公
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Profit Distribution: How to Divide Profits? No Agreement Means Disaster
一、案例：一场因”分钱”引发的兄弟反目 2021年，王某、李某、张某三位大学同学共同创立了一家餐饮连锁公司”味美阁”，分别持股50%、30%
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Equity Vesting: What Happens to Equity When a Founder Leaves Early?
一、案例：一场价值千万的”散伙”危机 2023年，某互联网创业公司”SD科技”完成A轮融资，估值达到5000万元。三位创始人甲（CEO，持股
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Redemption Rights: What Must Founders Repay When Investors Withdraw?
回购权条款如何触发、价格怎么算？林军律师详解股权回购的触发条件、新公司法影响与创始人七大防范策略。
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