It's not clear the other founder actually owns any more than TCF does. What makes you think TCF can be so easily pushed out or that the other founder has significantly more leverage? It isn't clear to me that they have different deals.
Honestly, if non-technical thought he could fire this guy, he probably would have already. That's why TCF is being bullied into resigning.
What is non-technical going to tell the investors when he fires the guy who keeps everything running, built everything, and did all the SEO?
Think of it this way, take the deal and you get 3% of nothing because it'll get driven into the ground.
Don't take the deal and either you keep working on it, and get 40+% of something decent, or you get N% of nothing because other guy drives it into the ground but you got a better buyout.
There's very little downside for TCF in actually sticking to his guns, and it's not like he's going to look like the asshole here.
Non-tech founder (NTF) started it, so I'm guessing NTF is CEO. NTF is probably on similar vesting schedule, but won't fire himself. The fact they're having these conversations means that NTF has probably made up his mind, and decided this is not going to end on mutually amicable terms.
It's possible that TCF can hang on until the cliff, but I doubt that'll happen, and it's not going to be pretty if they do. There are all kinds of ways NTF can reduce/destroy TCF's equity; I'd take 3% and move on with my life.
> There are all kinds of ways NTF can reduce/destroy NTF's equity
What are those ways? The only sane thing is to go and talk to lawyers. In what world is it going to be the best option to let yourself be used and abused?
NTF and investor can simply issue more shares under any number of arrangements; cap tables are not written in stone. If they have a hard time, they might also start a new company, and liquidate all the assets from the current company.
Every ongoing business arrangement relies on goodwill and intent to survive, like any other relationship. Consulting a lawyer with expertise in the area may be a good idea, but the best solution is probably the cleanest and easiest one.
I don't think letting someone steal from you is ever going to be the "best" solution. Doing what you described is not new or inventive. It isn't going to catch an experienced lawyer off guard.
The closing and re-opening would invalidate everyone's equity, and open the door for a complete re-negotiation. Dilution usually hits people who are gone the hardest (as they usually get nothing out of the new option pool if there is one).
Honestly, if non-technical thought he could fire this guy, he probably would have already. That's why TCF is being bullied into resigning.
What is non-technical going to tell the investors when he fires the guy who keeps everything running, built everything, and did all the SEO?
Think of it this way, take the deal and you get 3% of nothing because it'll get driven into the ground.
Don't take the deal and either you keep working on it, and get 40+% of something decent, or you get N% of nothing because other guy drives it into the ground but you got a better buyout.
There's very little downside for TCF in actually sticking to his guns, and it's not like he's going to look like the asshole here.