The terms that govern private companies. Defined the way they actually operate, not the way a textbook does.
These are the mechanisms behind ownership, authority, control, transfer rights, and founder equity. The definition matters. The operating failure matters more.
A governance term becomes real when pressure reaches the mechanism.
Deadlock Clause
A deadlock clause defines what happens when co-founders, shareholders, or directors are split and the company still needs a decision.
Read definition GlossaryConsent Rights
Consent rights give specific shareholders approval power over decisions the company cannot make alone.
Read definition GlossaryDrag-Along Rights
Drag-along rights let an approved majority require minority shareholders to participate in a company sale.
Read definition GlossaryDecision Rights
Decision rights define who has authority to make which decisions, at what threshold, and with whose input.
Read definition GlossaryThe Governance Gap
The governance gap is the distance between formal authority and the way decisions actually move inside the company.
Read definition GlossaryReverse Vesting
Reverse vesting lets a company reclaim unvested founder shares if a founder leaves before earning them.
Read definition GlossaryFounder Vesting
Founder vesting ties founder equity to continued contribution so ownership matches the work still being done.
Read definition GlossaryReserved Matters
Reserved matters are the decisions management cannot make without approval from a defined person, board, or shareholder group.
Read definition GlossaryVeto Rights
Veto rights give a defined person or group the power to stop a specific company decision from proceeding.
Read definition GlossaryTag-Along Rights
Tag-along rights give minority shareholders the right to sell on the same terms when a majority holder sells.
Read definition GlossaryRight of First Refusal
A right of first refusal gives existing owners a first chance to match a proposed transfer before shares move outside the current group.
Read definition GlossaryPreemptive Rights
Preemptive rights give existing shareholders a chance to buy new shares before outsiders do so their ownership percentage can be protected.
Read definition GlossaryBuy-Sell Agreement
A buy-sell agreement defines how ownership transfers when an owner exits, dies, is removed, or needs to be bought out.
Read definition GlossaryShotgun Clause
A shotgun clause lets one owner name a price, then forces the other owner to either buy at that price or sell at that price.
Read definition