A consumer tech founder onboarded an advisor to facilitate a strategic investment from a boutique fund.

Challenge: Early equity gifted to advisor without enforceable reversion rights; investor onboarding uncertain; founder exposed to dilution without outcome assurance.

Approach:

• Conditional equity clause: Drafted binding MoU with lock-in and reversion triggers tied to investor onboarding.
• Transfer mechanics: Embedded share transfer deed and power of attorney templates with automatic nullification of gift deed if deal failed.
• Governance alignment: Ensured founder retained veto rights on investor terms.
  
  

Outcome:

• Founder protection: Advisor equity reverted cleanly when investor declined.
• No litigation risk: All parties signed pre-agreed instruments; no post-facto negotiation.
• Investor confidence: Clean cap table and founder control preserved.