A passive equity holder who weaponizes consent rights to extract personal benefits during enterprise financing breaches the corporate fiduciary duty of loyalty.
Governance deadlocks break when operating teams trade non-voting preferred equity or structured buybacks to collapse super voting rights held by inactive partners.
Dynamic equity formulas lose statutory enforceability upon incorporation because corporate law assigns share valuation and issuance power solely to the board.
Early contributor relational capital dissolves under corporate governance when informal reciprocity is not converted into formal legal instruments.
Pre-incorporation sweat converts to stock through property assignment under Section 351 or par-value restricted stock purchase with an 83(b) tax election.
The terms are written where they belong. Each field holds three desks, and every entry a desk writes raises the terms it uses, each term given a meaning, a mechanism and the places it appears. The record on these pages stays first person and hand made; the fields grow the nomenclature.
