When founders disagree

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A tie

Kai wants Shard Garden's next game to be a sequel. Remy wants something new. Both are directors, and neither will change their mind.

A UK company's articles of association set the rules its officers follow. Many use the model articles from GOV.UK. They say a decision of the directors is either "a majority decision at a meeting" or one they all agree to.

The casting vote

Two directors voting 1 to 1 is no majority. Article 13 of the model articles: "If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote."

So whoever chairs the meeting breaks the tie.

Break the tie

Kai chairs the board meeting, and Kai and Remy vote 1 to 1. Under the model articles, what happens?

  1. Kai's casting vote decides
  2. Nothing can ever be decided
  3. The older director decides
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Kai's casting vote decides

A tie gives the chair a casting vote. If that worries Remy, the founders can agree a different deadlock rule in writing, before a tie happens.

A founders' agreement

The articles cover the basics. Kai and Remy also sign a founders' agreement, drawn up with a lawyer. It says:

Who decides what: Kai the games, Remy the technology.
How a deadlock is broken.
How each founder's shares vest.
What happens if a founder leaves.
That everything they make for the studio belongs to the company.

Founders vest too

Course 1 showed vesting for the team: shares earned over time. Founders' shares can vest the same way, often over four years.

If Remy left after one year, the studio could buy back the shares Remy had not yet earned. The founder who stays is not left working for a partner who owns half and is gone.

Quick check

Remy leaves after one year of a four-year vesting plan. Under the agreement, what happens to Remy's shares?

  1. Remy keeps the shares earned so far, and the studio can buy back the rest
  2. Remy keeps all of them
  3. Remy loses all of them
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Remy keeps the shares earned so far, and the studio can buy back the rest

Vesting splits the shares into earned and not yet earned. The agreement says what the studio pays for the ones not yet earned.

True story: US$157.5 million

In 2017 Snap, which makes Snapchat, filed to list its shares. The filing describes a lawsuit from February 2013: a person said Snap was "using certain intellectual property that the individual jointly owned with our founders."

In September 2014 the two sides settled. Snap "agreed to pay the individual a total of $157.5 million".

Source: Snap Inc.: Form S-1 (2017), note on the 2014 settlement, sec.gov

Quick check

Kai reads Snap's story. What does Shard Garden do so it can't happen to the studio?

  1. Everyone who worked on the early game signs that what they made belongs to the company
  2. Keeps the early work secret
  3. Changes the game's name
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Everyone who worked on the early game signs that what they made belongs to the company

A dispute like Snap's is about who owns what was made at the start. Signing it over to the company early, in writing, settles that before there is money to argue about.

On the studio board

The studio adds a decision to the board:

The founders' agreement is signed: who decides what, a deadlock rule, four-year vesting for both founders, and all early work owned by the company. It is read again at every funding round.

Bolt says: Next: mergers.

Fact-checked 12 October 2026