Three founders. 

One promising startup. 

Months of work. 

The product is taking shape, investors are showing interest, and everyone is fully committed. 

Then one founder receives an attractive job offer. 

Another wants to join full-time. 

The company prepares its first fundraising round. 

Suddenly, questions that once felt theoretical become very real. 

Who owns what? 

Who decides? 

What happens if someone leaves? 

Can we still attract future employees? 

At a recent Future of Health Grant workshop, startup lawyers Max-André Haas and Christophe Berczy from Kellerhals Carrard shared practical lessons from advising hundreds of startups. Their message was surprisingly simple: 

Legal documents don’t create alignment, they formalize it. 

The real work happens much earlier, through a series of conversations every founding team should have before investors or conflict force them to.

“Founders don’t usually end up in conflict because someone acted in bad faith. They end up in conflict because they never discussed what would happen.” 

Max-André Haas

One of the first, and often most underestimated, questions is surprisingly simple: who should actually be a founder? 

In the early days, many people contribute. A professor helps shape the scientific concept, an advisor opens doors, a friend builds the first prototype, and someone else joins six months later to become CEO. 

Should they all receive founder shares? 

Not necessarily. 

One of the strongest messages from the workshop was that founder equity should reflect future commitment as much as past contribution. Being a founder is not simply about who had the original idea. It means taking long-term responsibility, sharing the risks of entrepreneurship, and committing to building the company over many years. 

This distinction is particularly important in academic spin-offs, where researchers, professors, operational founders and advisors often play very different roles. 

Practical tool: Align before you allocate 

Before discussing percentages, first agree on expectations. 

• Who will work full-time?  

• Who is taking operational responsibility?  

• Who is advising rather than building?  

• Who is expected to remain involved over the long term?  

Only then should you decide how equity is divided. 

“Equity should reward future commitment as much as past contribution.” 

Max-André Haas

Founding teams change more often than people expect. 

Imagine three founders each own one third of the company. 

After eight months, one founder leaves. 

They keep their shares. 

The startup now has: 

• two people building the company;  

• three people owning it.  

Investors call this dead equity: shares held by someone who is no longer contributing to the company’s growth. Besides being demotivating for the remaining founders, dead equity reduces the ownership available for future hires and investors, making fundraising more difficult. 

Practical tool: Founder vesting 

This is why most venture-backed startups implement founder vesting. 

Rather than owning all of their shares from day one, founders earn them progressively over time. 

A typical vesting schedule lasts four years and includes a one-year cliff. 

The cliff means that if a founder leaves during the first year, none of their shares have vested and they usually return to the company. After that first year, shares typically vest monthly or quarterly. 

The goal isn’t to punish founders. 

It’s to ensure that ownership reflects long-term contribution.

“Nobody expects to leave the company but everyone should agree on what happens if they do.” 

Christophe Berczy

The opposite situation can also be challenging. 

Many startups assume they can simply add a new co-founder later. 

Legally, that’s possible. 

Practically, it is often much more complicated and in Switzerland, it may have significant tax implications. 

If you already know someone is likely to become a co-founder, discussing this before incorporation can save considerable complexity later. 

Swiss watch-out 🇨🇭 

Bringing in an operational co-founder after incorporation may trigger employee participation rules and different tax treatment. Seek legal advice early.

Many founders optimise ownership for today’s company. 

Experienced investors look much further ahead. 

Will founders still be sufficiently incentivised after several financing rounds? 

Is there enough equity left to recruit key talent? 

Will future investors be able to enter the company? 

These questions matter long before your first fundraising round. 

Practical tool: Think in financing rounds, not founder percentages 

A healthy cap table leaves room for the future. 

It balances current founders, future employees and future investors. 

It avoids excessive dead equity and keeps governance simple enough to support growth. 

• Founders already heavily diluted
• No room for employee incentives
• Significant dead equity
• Too many small shareholders (“cap table zoo”)
• One shareholder controls decisions

As Christophe Berczy puts it, rather than asking “Is this split fair today?”, ask: “Will this cap table still support our company after two funding rounds?” 

Founders often divide the company between themselves without thinking about the people they haven’t hired yet. 

But startups rarely succeed because of founders alone. 

The future CTO. 

A Head of Clinical Affairs. 

A commercial lead. 

These people may become just as critical to the company’s success. 

Practical tool: Plan your employee incentives early 

Rather than giving away founder shares later, many startups create an Employee Stock Option Plan (ESOP). 

An ESOP reserves a dedicated pool of shares or options that can be granted to future employees, allowing startups to attract talent while preserving cash. 

For investors, this is generally a positive signal. 

It demonstrates that the founders are thinking beyond the current team. 

In the early days, governance is simple. 

Founders sit around the same table. 

Everyone agrees. 

Until they don’t. 

As the company grows, disagreements become more likely, not necessarily because relationships deteriorate, but because the company becomes more complex. 

New investors join. 

The team expands. 

The financial stakes increase. 

Practical tool: Decide before you disagree 

A founders’ agreement and shareholders’ agreement should clearly define: 

• Who runs the company day-to-day?  

• Which decisions require unanimous approval?  

• When should a formal board be established?  

• How will disagreements be resolved?  

The goal isn’t bureaucracy. 

It’s avoiding uncertainty when important decisions need to be made quickly. 

A roadmap for founder alignment 

Many of these conversations become easier when they happen at the right moment.

Founders often think a shareholder agreement is the finish line. 

In reality, it’s the starting point. 

Every clause discussed during the workshop—vesting, governance, ESOPs, cap tables—exists for the same reason: 

to keep incentives aligned as your company evolves. 

The document itself won’t prevent disagreements. 

The conversations behind it might. 

As Max-André Haas and Christophe Berczy reminded participants throughout the workshop, the easiest time to discuss difficult questions is when everyone is still excited about building the company together. 

At the Future of Health Grant, we’ve seen that the strongest startups don’t simply build great products. 

They also build strong founding teams.