Clawback to Counterattack.

With a $10M merger imminent, a high-level executive at an AI startup faced an aggressive attempt by the CEO to retroactively rewrite his vesting schedule. Relying on fabricated “performance” issues, and doctored agreements to override a signed, immutable equity agreement, the CEO claimed the executive’s 500,000-share vesting cliff hadn't been met purportedly for failing to provide certain deliverables. The CEO then claimed the failure permitted the company to "claw back" over $233,000 in earned value right before the company’s scheduled merger.

We intervened with 4 business days before the merger closing and exposed the invalidity of the company's repurchase rights and ongoing bad faith. The company— which had originally claimed the right to seize the equity for no consideration—backpedaled entirely, and now offered over $500,000 to acquire the shares.

We refused and instead negotiated for issuance of 1,000,000 shares equal to the client’s original 10% equity stake. Faced with the risk of jeopardizing the merger, the company capitulated and issued the requested shares resulting in a $1.14M payout at closing.