Cookbook
Handle a cofounder departure
Repurchase unvested shares, execute a separation agreement with releases, restate the cap table, and lock down access.
Last updated
Repurchase unvested shares, execute a separation agreement with releases, restate the cap table, and lock down access.
Trigger
A cofounder is leaving. You need clean exit paperwork and a corrected cap table.
Call sequence
1. Get readiness gate
GET /v1/entities/{id}/cofounder_departure_readiness2. Repurchase unvested shares
POST /v1/grants/{grant}/repurchase { unvested_only: true }3. Issue separation agreement
POST /v1/documents { template: 'tpl_separation_v3' }4. Restate cap table
POST /v1/cap_tables/restate { entity }5. Revoke any document access grants
POST /v1/document_access_grants/{grant}/revokeIdempotency
Repurchase is idempotent on `(grant, departure_date)`.
Webhooks
| Event | Description |
|---|---|
grant.repurchased | Unvested shares returned to authorized. |
document.signed | Separation agreement executes. |
cap_table.restated | New snapshot is canonical. |
Errors
| Status | Code | Description |
|---|---|---|
422 | vesting_in_dispute | The grant has an open vesting overlay. Resolve before repurchase. |
Related
Pre-flight
Read the founder agreement (or employment agreement) for the departing cofounder. Confirm the repurchase rights, the vesting schedule, and any pre-negotiated severance or acceleration clauses. Discretionary acceleration only makes sense when the cofounder agreement does not already specify the outcome.
Pin down the vested vs unvested share counts as of the departure date. Pre-cliff with zero vested is the common case for departures inside the first 12 months.
curl "https://api.mattermode.com/v1/grants/grt_C0F0und3rB/vesting_status?as_of=2026-04-15" \
-H "Authorization: Bearer $MATTER_KEY" \
-H "Matter-Version: 2026-05-01"The response carries vested_shares, unvested_shares, cliff_state
(pre_cliff | cliff_passed), and commencement_date.
If the entity has a 10b5-1 plan or a board-imposed blackout window in force, the share repurchase defers until the window closes. The pre-flight readiness endpoint surfaces this.
If the departing cofounder is married and resides in a community-property
state (CA, AZ, ID, LA, NV, NM, TX, WA, WI), the spouse's release is
typically required before the repurchase binds. Check
Stakeholder.spousal_consent_status; the readiness endpoint flags this
as a structured blocker.
Phase 1 — Trigger the separation
Flip Stakeholder.status from active to separating. The state pause on
separating keeps the cap-table queryable and consistent during the
remaining phases.
curl -X POST https://api.mattermode.com/v1/stakeholders/stk_C0F0und3rB/separate \
-H "Authorization: Bearer $MATTER_KEY" \
-H "Matter-Version: 2026-05-01" \
-H "Idempotency-Key: $(uuidgen)" \
-d '{
"effective_date": "2026-04-15",
"reason": "negotiated_pre_cliff_exit",
"separation_kind": "voluntary_pre_cliff"
}'separation_kind accepts:
voluntary_pre_cliff— main path; cofounder leaves before the cliff with unvested shares.voluntary_post_cliff— cofounder leaves after the cliff with vested shares; no acceleration; unvested repurchased per the founder agreement.involuntary— entity terminates the cofounder; typically no acceleration; treatment per the founder agreement (often forfeiture of unvested + ROFR on vested).mutual— amicable transition; whatever the parties agree and the board authorises.
Phase 2 — Authorize discretionary acceleration
Discretionary acceleration is a board judgement call. It needs a written
consent of kind: amend_founder_grants with a typed
acceleration_condition enum.
curl -X POST https://api.mattermode.com/v1/entities/ent_Nq3KcAbc/resolutions \
-H "Authorization: Bearer $MATTER_KEY" \
-H "Matter-Version: 2026-05-01" \
-H "Idempotency-Key: $(uuidgen)" \
-d '{
"kind": "amend_founder_grants",
"variant": "sole_director",
"subject": "Discretionary 25% acceleration of unvested founder common on cofounder separation",
"parameters": {
"affected_grant_id": "grt_C0F0und3rB",
"acceleration_condition": "discretionary_on_departure",
"acceleration_percentage": 0.25,
"effective_date": "2026-04-15"
},
"signature_threshold": "unanimous"
}'The acceleration_condition enum captures why the acceleration is being
applied:
single_trigger_change_of_control— pre-baked into the grant; no judgement; tier-4 tokens may apply.double_trigger_qualifying_termination— pre-baked; tier-4 may apply when both triggers fire.discretionary_on_departure— board judgement; tier-3 + human signature required. The path for negotiated cofounder exits.discretionary_on_acquisition— board judgement during M&A; tier-3 + human signature required.
Because the resolution carries discretionary_on_departure, the underlying
grant.amend call requires a human signature even when the token has
grants.amend capability.
Phase 3 — Share repurchase composite
The share_repurchase atomic flow is Matter's 5th composite atomic flow
(alongside formation_packet, close_package, MFN cascade, and the
dissolution cascade). It cancels remaining unvested shares, records the
repurchase consideration on the share ledger, and amends the cap-table —
all in one transaction.
curl -X POST https://api.mattermode.com/v1/entities/ent_Nq3KcAbc/share_repurchase \
-H "Authorization: Bearer $MATTER_KEY" \
-H "Matter-Version: 2026-05-01" \
-H "Idempotency-Key: $(uuidgen)" \
-d '{
"grant_id": "grt_C0F0und3rB",
"shares_to_repurchase": 3000000,
"repurchase_price_per_share_cents": 1,
"repurchase_kind": "pre_cliff_unvested_cancellation",
"authorizing_resolution_id": "res_LqGcSdRb",
"effective_date": "2026-04-15"
}'repurchase_kind accepts:
pre_cliff_unvested_cancellation— pre-cliff unvested shares cancelled back to the authorised-but-unissued pool; consideration is typically par value (the price the founder paid at issuance under the FSPA).post_cliff_at_fmv— post-cliff unvested shares repurchased at fair market value from the latestValuation. The price-per-share field must match the 409A-derived FMV.board_authorized_other— anything else the board specifically authorised (e.g., a buyback of vested shares from a departing cofounder under a ROFR exercise).
The call is atomic — either all three ledger writes land and the cap-table amends, or none does.
Phase 4 — Separation agreement with mutual release
The final corporate document. Generated from a Matter-versioned template, sent to both parties for signature, captured as executed.
curl -X POST https://api.mattermode.com/v1/documents \
-H "Authorization: Bearer $MATTER_KEY" \
-H "Matter-Version: 2026-05-01" \
-H "Idempotency-Key: $(uuidgen)" \
-d '{
"kind": "separation_agreement_with_mutual_release",
"entity_id": "ent_Nq3KcAbc",
"template_id": "tpl_separation_mutual_release_v3",
"parties": [
{ "stakeholder_id": "stk_C0F0und3rB", "role": "departing_cofounder" },
{ "stakeholder_id": "stk_C0F0und3rA", "role": "remaining_cofounder_signatory" }
],
"parameters": {
"effective_date": "2026-04-15",
"acceleration_percentage": 0.25,
"repurchase_share_count": 3000000,
"repurchase_total_usd": 30000,
"authorizing_resolution_id": "res_LqGcSdRb",
"share_repurchase_id": "sre_8mY3pQrL",
"non_compete_months": 0,
"non_solicit_months": 12,
"release_scope": "mutual_general_release_excluding_indemnification"
},
"send_for_signature": true
}'Once executed, Matter advances Stakeholder.status from separating to
separated, terminating the cofounder's authority (officer, director,
signatory) on the entity. W-2 / 1099-B issuance flows through the payroll
provider per the
payroll-and-benefits handoff.
Error recovery
| Failure | Cause | Remediation |
|---|---|---|
409 blackout_window_active | A 10b5-1 plan or board-imposed blackout is in force on the trigger date. | Defer the repurchase until closes_at, or run run-a-board-consent for a kind: blackout_exception resolution authorising the close inside the window. |
409 cliff_already_passed | The departure is post-cliff and vested_shares > 0. | Pivot to the voluntary_post_cliff variation — no acceleration; unvested repurchased at FMV; vested stays with the departing cofounder unless ROFR is exercised. |
409 spousal_consent_required | Departing cofounder resides in a community-property state with no spousal release on file. | Run POST /v1/stakeholders/{id}/spousal_consent with consent_kind: release_at_separation first. |
403 tier_4_cannot_separate_cofounder | Token is tier-4 autonomous. | Re-issue a tier-3 token; tier-4 cannot exercise discretionary acceleration under any policy. |
409 shares_already_cancelled | Idempotency mismatch — a prior repurchase already cancelled some or all of the targeted shares. | Re-fetch the grant; reduce shares_to_repurchase to the still-unvested count, or accept the prior repurchase as terminal. |
409 invalid_separation_kind | separation_kind does not match the queried vesting state. | Re-query GET /v1/grants/{id}/vesting_status to confirm cliff state; align separation_kind accordingly. |
408 Request Timeout after authorization.created | Human signer didn't approve within 14 days. | Authorization auto-expires; the cascade reverts and the cofounder stays in active. Re-fire the workflow. |
Full taxonomy: errors.
Variations
The main path. The departing cofounder leaves before the cliff with zero vested shares. Negotiated 25% acceleration; remainder cancelled at par; mutual release.
{
"separation_kind": "voluntary_pre_cliff",
"acceleration": { "condition": "discretionary_on_departure", "percentage": 0.25 },
"repurchase": { "kind": "pre_cliff_unvested_cancellation", "price_per_share_cents": 1 }
}The departing cofounder has passed the cliff and holds vested shares. No
acceleration applies. Unvested shares are repurchased at FMV from the
latest 409A. Vested shares stay with the departing cofounder unless the
founder agreement specifies a right_of_first_refusal.
{
"separation_kind": "voluntary_post_cliff",
"acceleration": null,
"repurchase": { "kind": "post_cliff_at_fmv", "valuation_id": "val_Q1_2026" }
}The entity terminates the cofounder. Treatment is per the founder agreement — typically full forfeiture of unvested + ROFR exercise on vested. No discretionary acceleration.
{
"separation_kind": "involuntary",
"acceleration": null,
"repurchase": { "kind": "pre_cliff_unvested_cancellation", "price_per_share_cents": 1 },
"release_scope": "general_release_with_severance"
}Rare. Typically tied to amicable exits where the cofounder is genuinely
indispensable to the company's history. Full acceleration vests 100% of
unvested. Often paired with a kind: advisor_agreement for a continued
lighter involvement.
{
"separation_kind": "mutual",
"acceleration": { "condition": "discretionary_on_departure", "percentage": 1.0 },
"repurchase": null,
"release_scope": "mutual_general_release_excluding_indemnification"
}FAQ
Related
- Trigger an MFN cascade — sibling composite atomic flow; ratchets SAFE terms.
- Impose retroactive vesting on founder stock — vesting-adjacent recipe; the inverse case.
- Close an acquihire — relevant when cofounder departure is part of an acquihire walk-away.
- Run a board consent — the resolution primitive used in Phase 2 and Phase 4.
- No-op confirmation — pattern used to record the blackout-window check and the pre-cliff zero-vested evidence.
- Payroll and benefits handoff — W-2/COBRA/1099-B issuance for the departing cofounder.