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What is Bad Leaver?

Definition

Bad Leaver

A Bad Leaver is a founder or employee who leaves a startup under unfavorable conditions, which usually forces them to forfeit unvested and/or vested shares.

Why It Matters for Startups

Governs the legal rights and ownership distribution of the entity; configuring Bad Leaver is critical for managing long-term cap table health and alignment during protecting a startup's equity pool from departed founders who violate agreements.

Detailed Deep Dive

A Bad Leaver is a founder or employee who leaves a startup under unfavorable conditions (such as dismissal for cause, material breach, or joining a direct competitor). Bad leaver clauses typically force the individual to forfeit all unvested shares and sell vested equity back to the company at nominal value.

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Frequently Asked Questions

Q:What qualifies someone as a bad leaver?

Dismissal for cause, fraud, breach of shareholder covenants, or voluntarily resigning early to join a direct competitor.

Q:What happens to a bad leaver's shares?

Unvested shares are canceled immediately. Vested shares are typically bought back by the company at the lower of fair market value or nominal cost.

Quick Facts

  • CategoryLegal
  • Key ApplicationProtecting a startup's equity pool from departed founders who violate agreements

Coverage Trend12 Weeks

12w agoToday

Cite This Term

Reference this definition in your articles, research, or documentation to credit this source:

[Bad Leaver | SPIDITS Glossary](https://spidits.com/startup-glossary/bad-leaver)

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