Who decides
what after
Day 0.
The founder stays CEO. The studio takes a minority stake and an observer seat. This page lists what you control, what we control, and what happens when we disagree.
If it is not listed here, the founder decides.
The studio is a minority shareholder and operating partner. We are not a parent company. Unless a decision falls into one of the reserved or joint categories below, the founder CEO makes the call.
You run the company.
These are ordinary business decisions. The studio may advise, but the founder decides.
- Product roadmap and feature priority
- Pricing, packaging, and contract terms
- Hiring, firing, and compensation for employees and contractors
- Go-to-market strategy and target account list
- Brand voice and customer communications
- Day-to-day spending within the approved budget
- Fundraising timing and terms
- The CEO seat and ordinary corporate governance
Fundraising is included here because the founder runs the process. The studio prepares the package and makes intros. The founder chooses whether to raise, when, and on what terms.
We consent to major events.
These decisions affect the studio’s investment directly. We do not control them. We simply say yes or no.
- Sale of the company or substantially all assets
- Amendment to the build-value SAFE terms
- Issuance of stock senior to the SAFE
- Appointment of the independent board seat at the seed round
- Access to books and records for audit
- Enforcement of signed agreements
The studio’s consent is not a veto over ordinary business. It is limited to the items above and any others explicitly listed in the signed docs.
These need both signatures.
The founder proposes. The studio approves. If we cannot agree, the conflict-resolution path in §04 applies.
Annual operating budget and any material change to it
Contracts above an agreed spend threshold
Hiring above an agreed salary band
A pivot into a new product or wedge
Equity refresh grants
Litigation or settlement decisions
How we disagree.
Most issues are resolved in a direct conversation. For the few that are not, the path is written and escalating.
The founder and the studio partner discuss the issue directly within five business days. Most disagreements clear here.
If the issue persists, both sides write down the decision, the evidence, and the preferred outcome. The studio managing partner and the founder CEO review it.
A mutually selected mediator helps the parties reach a settlement. Mediation is non-binding unless both sides sign a settlement.
If mediation fails, the dispute goes to single-arbitrator JAMS arbitration in Delaware under Delaware law.
The Day-90 reading is founder-final.
If the founder and the studio read the evidence differently at the Day-90 reading, the founder’s call governs. The studio records its dissent in the memo and the record stands. See /outcomes for what each reading means for the company.
Limits on the studio.
A minority stake does not mean shadow control. These are things the studio cannot do unilaterally.