If you read our last post—”5 Signs Your Co-Founder Is About to Screw You”—you already know the warning signs.
This one is about what to do before it happens.
Because yes—if you get to us before the lockout, we can still change the trajectory of your case.
Why Listen to Me?
I’m not your company’s general counsel. I’m not a startup whisperer with strong opinions and no courtroom experience. People ask me to serve in those roles from time to time. I usually turn them down.
And while I don’t love the doctor-lawyer comparison, here it fits: you don’t go to a surgeon for a cold. That’s not what I do.
I’m a Delaware business litigator—the person founders call after the damage is done. My team and I handle corporate breakups, shareholder fights, and co-founder disputes in Delaware and beyond. I like court. I like depositions. I like the work that comes when everything’s gone off the rails.
But there’s one exception:
When things are going sideways and we’re brought in early, we can do something even more valuable—we can shape the record while it’s still forming.
Pre-Lockout Is When the Plane Is Still Flying
Litigation is like analyzing a plane wreck and arguing over who’s at fault.
But if you haven’t been locked out yet—the plane is still in the air.
And while the plane is still flying, we can create facts.
That’s where cases are won or lost.
And that’s where we work best.
First 30 Hours (or So):
Your Guardian Angel—Delaware Commercial Litigation Lawyer on Call
When you hire us pre-lockout, we don’t just parachute in—we stand guard.
In those first 30 hours, we become your legal guardian angel. We monitor, guide, and prepare—not just for what’s happening now, but for what’s likely coming next. Here’s what that looks like:
We Read Everything That Matters
We start by pulling the threads:
- Bylaws or operating agreements
- Shareholder agreements or SAFEs
- Relevant Delaware or state statutes
- Emails, Slack messages, board decks, cap tables
- And anything else that maps the real power dynamics behind the scenes.
We don’t skim. We study. Because every power play has a paper trail.
We Identify Legal Landmines and Leverage Points
This is where legal strategy meets business reality.
We map out:
- Fiduciary duty breaches
- Voting thresholds and quorum issues
- Equity dilution mechanics
- Board governance conflicts
- Rights to books and records
- Expulsion or squeeze-out traps
- And anything else relevant to your situation
Side note on LLCs:
As a Delaware commercial litigation lawyer, I can’t stand LLCs. If your company is an LLC—especially one formed with a cheap template—expect this to take longer. LLC law is murkier. Operating agreements are often sloppy. And power grabs are more frequent. (We’ll write more on this in a future post.)
Your Business Litigation Strategy—Built in Writing
We don’t hop on a Zoom and say “You might have a claim.”
We prepare a full written litigation strategy deck. It outlines:
- What your rights are
- What they’re likely to do next
- What your legal options are
- What we recommend, now and long term
You leave with a concrete roadmap—not legalese, not fluff.
You Give Feedback. We Revise Together.
This is collaborative.
You know your company’s culture, your co-founder’s behavior, and what matters most to you.
We bring litigation experience—Delaware, state court, federal court, and beyond.
We revise the plan with you. And once you sign off, we get to work.
We Clarify Your Objective—And Build Toward It
Every case is different. But part of your initial work with us is setting your end goal.
Here are the most common objectives clients set:
- Buyout for You (Most Common)
You want out—with fair compensation—and they’re not offering it. We build leverage until they do. - Buyout for Them
You believe the company can still thrive—but they need to go. We position you for a takeover. - Exit Without Losing Equity
You’re done day-to-day, but want to preserve your upside.
We work to preserve your founder equity in a way that can withstand future dilution. - Ousting the “New Best Friend”
We wrote an entire post about this dynamic—when your co-founder brings in an “advisor” who slowly replaces you.
If removing them is your goal, we map the legal and strategic path. - Building the Record for Litigation
You know a lawsuit is inevitable. Or at least likely.
We help you build a paper trail, shape the record, and position the case—before it explodes. - Preserving Reputation and Legacy (Less common, but valid) You’re willing to walk—but want to leave with dignity, protect your name, and avoid public drama. We respect that. And we’ll guide the quiet exit.
Phase Two: Quiet Intervention with a Delaware Business Litigation Lawyer
(Next 20–30 Hours)
Here’s what most people don’t realize:
Corporate litigation often turns on what was written, when it was written, and how it was framed.
So in Phase Two, we work with you—behind the scenes—to shape the record that will ultimately protect you.
This is where strategy, tone, and timing matter.
It’s not about firing off legalese from a lawyer’s email.
It’s about writing in your voice—but with legal strategy baked in.
Sometimes, the goal is to deescalate.
Sometimes, it’s to build a trap.
Always, it’s to create leverage and credibility in case you’re forced into litigation.
How We Create Facts (Real Examples from Delaware Business Litigation)
This is how we shape the paper trail that wins future litigation—or forces a buyout.
- Object to Structural Changes—Clearly and Reasonably
We ghostwrite emails where you object to proposed changes—especially ones that give power to the “new best friend” (a lawyer, advisor, or investor aligned with your co-founder). Key: We give your objection a rational business basis. So you sound calm, smart, and solution-oriented—and they sound rushed, unfair, or self-serving. - Expose Conflicts of Interest—Tactfully
If they’ve brought on someone who is supposedly “neutral” (a law firm, accountant, or investor) but clearly aligned with them, we help you highlight the conflict—without causing a blowup. Yet. We position it as a concern—not an accusation. This builds pressure without escalation. - Invoke Corporate Formalities—When They Benefit
You If they want to play the “formality” game, we hold them to it. We draft objections citing bylaws, demand proper votes, and point out procedural gaps. This keeps them from arguing later that you “consented” or “waived” your rights. We even request formal board minutes reflect your dissent, so it’s memorialized. - Demand Access to Books and Records—Formally
Instead of offhand complaints, we draft formal, well-reasoned requests. If they comply, great. If not? You now have a clean legal record that can support a books and records action or fiduciary duty claim. - Document Inconsistencies in Governance
Are they suddenly citing bylaws when it hurts you—but ignoring them when it helps you? We draft quiet, reasonable emails that flag the hypocrisy. It forces them to either backtrack—or double down in writing. - Push Back on Dilution Traps
When they try to raise “emergency capital” that dilutes your shares, we guide you through strategic pushback. We make sure any capital raise is structured fairly—or at least that your dissent is on record. - Ask the Right “Dumb” Questions
Strategic questions like: “Who approved s?” “Was there a formal board vote?” “Can I see the minutes where this was discussed?” These are paper-trail traps—forcing them to either lie, backpedal, or admit you were excluded. - Track Preordained Meetings and Absurd Timelines
When meetings are scheduled to exclude you or decisions are rushed through, we document your objections and insist on formal minutes. - Maintain Your Own Written Record
Even if they stop responding, your emails, letters, and messages still count. One-sided correspondence is still evidence—and it might be what saves you later.
This work takes time—but not litigation-level time.
Usually, Phase Two takes another 20–30 hours.
You’re not just protecting your equity—you’re setting up your best chance at a buyout, compromise, or power shift without going nuclear.
And if it does go nuclear?
You’ll be glad you wrote what you wrote.
When It Comes to a Head, We Surface
Eventually, it escalates. Tensions boil over. Something big happens—a funding event, a board vote, a hostile message, or an outright freeze-out.
That’s when we make our move.
We come out from behind the scenes and send a formal notice demanding one of two things:
- A buyout — on terms favorable to you; or
- A restructured shareholder agreement — one that protects your equity, blocks future dilution, and resolves deadlock.
Sometimes that leads to mediation. Sometimes it’s the start of litigation.
Other times, we decide to walk—strategically. But the disputed equity leaves a cloud over the company. Investors see a messy or contested cap table, get spooked, and back out. A few months later, the same founders who froze you out come back to the table—this time ready to deal.
Either way, you’re not walking in cold. You’re walking in with leverage already built, a record already formed, and a plan already tested.
Why Pre-Lockout Action Beats Post-Lockout Panic
Look—yes, you can still fight after you’ve been locked out.
We handle those cases all the time.
But when you act before the lockout, a few things shift in your favor. It’s almost always cheaper. You control the timeline. You avoid nuclear escalation. You quietly build leverage. You look reasonable in court—because you were.
And sometimes, you even right the course with your co-founder.
Not often. But it happens.
The only risk? You wait too long, get used to the dysfunction, and normalize the slow squeeze.
Pre-lockout protection can feel like death by a thousand cuts.
Post-lockout? It’s usually one clean stab to the gut.
Pick your poison.
How Much Will This Cost?
We get it—legal costs feel open-ended. So let’s make it plain.
We usually do this kind of pre-litigation strategy in about 40-75 hours, sometimes less.*
In a worst-case (still non-litigation) scenario, it can go up to 100+ hours, depending on:
- How messy the corporate documents are
- How cagey your partner is
- How long we keep up the strategic “ghostwriting” before surfacing
- How aggressive v. conciliatory you want to be
Our Rates
- Standard rate: $695/hour
- Small Business Program: As low as $400/hour (if you qualify—ask us)
So yes, you’re looking at somewhere between $15K–$70K for the full ride before we ever file a lawsuit.
And let’s just be honest about it:
If you spend $30,000 to secure a $150,000 buyout—
That’s a good investment.
If the shares are worth real money—or if this could be your only shot at extracting value before the company IPOs or gets acquired—that’s probably money well spent.
But if it’s a pre-revenue situation, and the story is:
“We’ve got IP, bro, and it’s a $3B market…”
That’s not a case. That’s a pitch deck.
And we’ll tell you that straight.
*Disclaimer: These are standard estimates; every case is different. This post is for informational purposes only. Don’t use it against us—we’re trying to help.
It’s the Same Question as Litigation—Just Cheaper
This is the same calculus we break down in our “Is Commercial Litigation Worth It?” post.
But here, the stakes and costs are lower—and the strategy is smarter.
Better to spend $15K–$40K now to count the cost than drop $200K later chasing an ego fight over diluted shares you can’t get back.
And sometimes?
The best move is to walk away.
We help with that too—and we put it in writing so you walk with clarity that protects your interest if that exit ever happens, not regrets and what ifs.
Can You Do This Yourself, Without A Delaware Commercial Litigation Lawyer?
Yes and no.
Let’s be honest. You can try. And if you’re pre-revenue or the company’s not worth much, maybe it’s a calculated risk.
But if there’s real money, real equity, or a real brand on the line?
Don’t try to save pennies and lose dollars.
Here’s the analogy—especially for tech founders, you’ll get this:
This website runs on WordPress. In the early days, I tried to fix things myself—plugins, layout issues, bugs. I’d spend three times as long doing 25% of what my webmaster could’ve done in 30 minutes.
Worse, I broke things. I got agitated. I was up at 1a.m. troubleshooting something completely unrelated to my actual work: being a Delaware business litigator.
Meanwhile, the real work—building legal strategy, serving clients, advancing our mission—got neglected. Not smart.
Eventually, I paid more for a webmaster than I ever thought I would.
And it was one of the best decisions I made. The site runs. I stay focused. I’m not wasting energy in someone else’s domain.
This is no different.
Yes, you can try to push back on your co-founder, draft board dissents, cite bylaws, and go it alone.
But you’ll probably spend triple the time, miss strategic leverage points, or worse—make mistakes that will haunt any future litigation.
If the business matters, if the equity means something—hire someone who does this every day.
There’s a cost either way: time, stress, or money.
Choose wisely.
Final Word From A Delaware Business Litigation Lawyer: Founders Wait Too Long
We always say:
Once you’re locked out, we can fight.
But we can’t re-send what you didn’t write.
We can’t undo the vote you didn’t object to.
We can’t reverse the dilution you never contested.
That’s why we built this strategy.
To give you leverage before it becomes a war.