Iron Ark PLLC · Practice
Founder disputes & founder rights.
Boards · investors · control · equity · exits
Iron Ark PLLC represents founders when their role in the company they built is challenged.
That includes disputes with boards over removal, termination, and “for cause” findings; fights with investors over control, voting and protective provisions, dilution, down rounds, and drag-along rights; disputes over vesting, repurchase rights, and founder equity; and claims tied to the founding itself – who contributed what, and what was promised. We also represent founders on the way out, when an exit, earnout, or rollover does not deliver what was negotiated. A founder’s rights live in the charter, the operating or stockholder agreement, the investor documents, and the employment terms, and our work starts there. Eli Albrecht has negotiated founder and investor terms across hundreds of transactions; Brian C. Kerr has litigated control, governance, and fiduciary-duty disputes nationwide, including in Delaware’s courts. We take strong founder claims on contingency and price other matters as flat fees by phase.
What we handle
Removal and “for cause”. Boards can usually remove officers, but the employment agreement, the definition of “cause,” and what happens to unvested equity determine what removal costs – and who pays.
Control and protective provisions. Board seats, voting agreements, and investor vetoes decide who controls key decisions; disputes arise when one side reads them more broadly than they were negotiated.
Dilution and down rounds. Recapitalizations can shrink a founder’s stake, and when insiders set the terms, the financing itself can be challenged as unfair.
Vesting and repurchase. Acceleration, repurchase rights, and the definitions of “cause” and “good reason” often decide whether years of equity survive a separation.
Founding claims. Early promises about ownership – co-founder splits, contributed IP, sweat equity – are often undocumented, and the evidence usually lives in early emails and drafts.
Exit disputes. When an earnout, rollover, or post-closing payment doesn’t arrive as negotiated, the founder’s claims run against the buyer under the purchase agreement. Earnout disputes.
Before you sign anything
Founder disputes are often shaped in the first days: a separation agreement or release offered with a deadline, a board consent already signed, a repurchase notice with a short exercise window. Don’t sign a release, resign a board seat, or let a deadline pass without advice – and keep your documents.
Why we take founders seriously
We invest our time, our focus, and, where the case supports it, the firm’s capital alongside the person who built the vision and the organization in the first place. We take that role seriously. A founder’s stake often represents years – sometimes decades – of their life and focus, and we treat the case that way.
After the exit
For many founders, the sale isn’t the end of the story. When part of the price is paid later as an earnout – and the buyer reports a shortfall or stops paying – we represent founders pursuing it, on a fixed fee, on contingency, or a hybrid. Earnout disputes for founders & sellers →
How it is priced
Founders with strong claims against a well-funded company, board, investor, or buyer may qualify for contingency or a hybrid structure. Other matters are priced as flat fees by phase. How Iron Ark Funding works.
When the network comes in
Typical additions are valuation and forensic-accounting experts, employment counsel for executive-agreement issues, and litigators admitted where the company is incorporated or the dispute must be filed. Network counsel work on assignments the lead team defines, and their work is reviewed before it goes out. Their cost sits inside the fee structure agreed at engagement – and on contingency matters, network attorneys join us on contingency. Any division of fees is disclosed to you and agreed in writing.
Common questions
Can the board remove me as CEO?
Usually, yes – officers generally serve at the board’s discretion. The real questions are what your employment agreement says about cause and severance, what happens to your equity, and whether you can be removed as a director, which in a Delaware corporation is generally up to the stockholders, not the board.
What does “for cause” actually mean?
Whatever your agreement says it means, which is why these disputes are won on the definition. A finding of cause can cost a founder severance and unvested equity, so boards’ cause determinations are frequently challenged.
Can investors dilute me without my consent?
It depends on your charter, investor agreements, and any protective provisions or preemptive rights. When insiders set the terms of a down round, the financing can sometimes be challenged as unfair.
You built the company. The documents say what that earned.
Discuss a founder dispute →