Most people who call me want a shareholders' agreement. What they actually want is a price.
They ask what it costs, and whether there's a cheaper way to do it, and underneath both questions is the same belief: that as long as an agreement exists, it will hold. That the document is the protection. I understand why they think this. The document is the part you can see.
I never close that work in one call. Not because I am difficult, but because the agreement is the easy part, and the part that matters takes longer than a phone call to find.
I once acted in a dispute between founders who were, by any measure, the smartest people in the room. They had done everything right except the one thing that counted. They had an agreement. They had signed it. What they did not have was anything underneath it. There was no logic to how they had divided the company beyond who had put in money at the start. There was no way to decide when they disagreed. There was no way for any of them to leave. They had the shape of a deal and none of its substance, and for a few good years that was enough, because nothing had gone wrong yet.
Here is how it went wrong, and I want to be careful, because there is no villain in it.
The founders who had put in the money held the larger share. They did not run the company day to day, so they did not carry the daily knowledge of it — what was actually working, what a decision would really cost, where the company was soft. The one who ran it held less, and knew the most. For a long time that imbalance was invisible, because the company was moving and nobody had to test it.
Then a decision came that mattered, and their shares pulled them into it. The ones who held more felt entitled to weigh in, and were, by the numbers. But they were deciding on a company they could no longer see clearly. The one running it understood exactly what was at stake and had the smaller say, and he felt undermined, because he was being overruled by people who knew less than he did. Both of them were right from where they sat. That is what made it impossible. The structure had arranged things so that neither of them could be wrong.
What no one had ever named was what the one running it had been carrying. Not his share — that was on paper. The years. The accountability. The weight of being the person the whole thing quietly rested on. The split had recorded the money. It had never recorded that, and because it was never recorded, it was never quite real to the others.
Then a buyer appeared. It was the moment to sell, and they missed it. The ones who held more thought the offer was too low. The one who ran it thought it was right, and wanted a little more than his share, for the years he had carried. There was no way to break the deadlock and no way for anyone to step out and let the others take it. So the window closed, the sale didn't happen, and what they were left fighting over was whether one of them could squeeze the other out — each of them afraid of the legal fight, each of them starting it anyway.
I have thought about why this keeps happening, and the closest I have come is this. People enter a marriage knowing it is about responsibility — that the promise is for the bad days as much as the good ones. People enter a business partnership and see only the harvest. They picture the upside and divide it, and they never picture the morning it stops being easy, because to picture it feels like distrust.
I could have taken those founders' first call, quoted a low price, drafted the cheap agreement they asked for, secured the work, and waited for the day they found out it did not hold. That feeling stings. I don't work that way. The cheap agreement is not the safe one. It is the one a person signs instead of having the conversation they could still have today, while it is small enough to have.
Because the split was only ever written for the good times. Not for who would be accountable. Not for whose time and contribution would change as the years passed. Not for how someone could leave. So when the hard day came, the split they had agreed to became the other kind of split — and two people who had built something together stopped speaking.
I built mimicu so founders could see that second split coming while the first one was still just a number on a page.