🚀 Flying Cars, AI Summits, Founder Chats, and Free Coworking
Here’s your Campfire for Tuesday, May 5th.
(May the 4th be with you, and happy revenge of the 5th)
📣 Asks, Offers, Updates, & Deadlines
🚀 Opportunity: Shott Scale Up Accelerator Leadership support for senior leaders of scaling deep tech and engineering SMEs, including training, mentoring, a £10,000 grant and access to expert networks. Apply by 18 May 2026. Details Here
📘 The Entrepreneurs’ Guide to Social Investment from Firstport: “a clear, practical resource to help social entrepreneurs understand funding options, key terms, and what it means to be investment-ready. Built with input from Social Investment Scotland, Good Finance, and The Ventures Lab”. Access the Guide here.
🚨 Start to Scale by Shepherd and Wedderburn is offering eligible subscribers of Campfire exclusive access to their ‘Start to Scale Hub’ which helps companies create template legal agreements in minutes for free. To learn more and request access click here.
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Founders’ Agreements: Why You Need One (Even If You’re Best Mates)
By Stephen Trombala, Partner - Corporate, Shepherd and Wedderburn
Nobody starts a company thinking about what happens when it goes wrong. You’re excited, you’ve got an idea, and you and your co-founder are completely aligned. Why would you waste time and money on a founders’ agreement? I get it. But having seen what happens when founders skip this step, I’d strongly encourage you to take it seriously. If everything goes well, you’ll never need it. But if things don’t go to plan, it’s the document that stops a difficult conversation from becoming an expensive mess.
What is a founders’ agreement, and why bother?
A founders’ agreement is basically a written record of the shared understanding between co-founders before investors come in and start setting the rules for you. It covers the simple but important stuff: who’s doing what, how the equity is split, and what happens if one of you decides to leave.
If everything goes smoothly, it won’t be needed. When you raise money, it’ll get ripped up and replaced with proper investment documentation. So don’t overthink it. But the question founders need to ask themselves is: what happens if it doesn’t all go smoothly? What if one of you decides this is a bit hard and it’s not for them? Or gets an offer to join the company of your dreams? Is it right that one founder holds on to their full equity position while the other one is doing all the work?
Most people would say no. And that’s what the founders’ agreement is there to address.
What should it cover?
There’s no one-size-fits-all template here, and that’s fine. Different founders bring different things to the table. Someone might have done months of bootstrapping before the company even existed. Someone else might be bringing a specific skill set or network.
The key areas to think about are: the equity split, what each founder is committing to, and what happens to someone’s shares if they leave. On that last point, people take quite different approaches. Some agree that equity vests over a period. Others take a harder line: you’re either in at the point of funding or all your equity goes back. There’s no single right answer. But having an answer, written down and agreed, is what matters.
Without a founders’ agreement, the default position is that everyone just holds on to their shares regardless. And that can be deeply demotivating for the people who stay and keep building.
What happens after investors come in: leaver provisions
Once you raise a proper funding round, the founders’ agreement falls away and gets replaced by investment documentation. At that point, leaver provisions take over. These are worth understanding early, because they’ll shape how your equity works going forward.
The market has matured quite a bit around this. Most sensible investors now use documents based on the BVCA (British Venture Capital Association) templates, or close variants. Because these are widely used and well understood, the default leaver position is now more founder-friendly than it used to be.
Broadly speaking, you fall into one of two buckets: you’re either a “good leaver” or a “bad leaver.” If you’re a bad leaver, you’ve done something genuinely serious: fraud, gross misconduct, that level of bad. In that scenario, you forfeit all your equity. But you have to have been very egregious indeed for that to apply. If you’re a good leaver, which is essentially anyone who leaves without having done something terrible, you get to retain your vested equity. That’s a pretty founder-friendly position, and it’s become the standard.
You might ask: why have leaver provisions at all? Your co-founders probably won’t be thrilled if they’re working flat out and you’re getting a free ride on equity you’re no longer earning. And from the investors’ perspective, if a founder leaves, someone needs to step into that role, and the company needs equity to offer them. Leaver provisions make that possible by allowing some of that equity to come back into the pool.
In practice, founder departures often end up being negotiated through a settlement agreement, using the leaver provisions as a starting point. There might be a conversation about providing liquidity for vested shares, or about whether the leaver retains voting rights. The details vary, but the BVCA framework provides a fair baseline that both sides can work from.
Why this matters early on
The reason I bring up leaver provisions in the same breath as founders’ agreements is that they’re part of the same story. Before investment, the founders’ agreement protects you. After investment, the leaver provisions do. If you’ve thought about both early on, neither conversation comes as a surprise when it matters.
And like most things on the legal side of startups, the time to think about these are before you need them, not after.
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Stephen Trombala is a Partner in Shepherd and Wedderburn’s Corporate division. He has particular expertise in equity capital markets, mergers and acquisitions, and private equity. This is Part 2 of a three-part series on legal fundamentals for startup founders, produced in partnership with Shepherd and Wedderburn. Part 1 covered first-round funding instruments and cap table basics. Part 3 looks at the terms you’ll encounter as you scale.
To find out more about how Shepherd and Wedderburn can help you design a share incentive scheme that works for both you and your team members, reach out to them here.
📅 Events
💬 05/05, 18:30, 🗺️ Edinburgh: Edinburgh Fellows meetup RSA Fellows informal monthly catch-up at Canopy Café with a relaxed after-work space to connect, share ideas, and chat over coffee or drinks. MORE INFO
👥 06/05, 08:30, 🗺️ Edinburgh: European Coworking Day work from Scotland’s Centre for Social Innovation, meet the community, hear real member stories, and grab what might be the best soup in the city (vegan + GF) MORE INFO
☕️ Unfiltered Series: Open to everyone, join CodeBase to connect with members of the local tech community. Come for a coffee, networking, & build connections!
☕ 05/05, 09:00 🗺️ Inverness: MORE INFO
☕ 06/05, 08:30 🗺️ Aberdeen: MORE INFO
☕ 06/05, 08:30 🗺️ Edinburgh: MORE INFO
☕ 07/05, 09:00 🗺️ Glasgow: MORE INFO
🍽️ 11/05, 12:00, 🗺️ Edinburgh: U.S Expansion Founders Lunch feat. Wilson Sonsini An exclusive founder lunch for Scottish startup leaders to share insights and get practical advice on US expansion, hiring, and fundraising from experienced experts. MORE INFO
🧠 11/05, 17:00, 🗺️ Edinburgh: Blockchain Scotland Meetup Blockchain Scotland Meetup at Bayes Centre with talks, pizza & drinks, and relaxed networking, with an after-party at The Pear Tree. MORE INFO
💬 13/05, 10:00, 🗺️ Edinburgh: Running your own business? Join The Knowledge Room at Hotel Indigo, Princes St. A relaxed and friendly morning for freelancers and small business owners to share ideas, ask questions, and find the right support to help your business grow. MORE INFO
💻 14/05, 11:00, 🗺️ Virtual: Digital Health Funding Webinar learn how Scottish scaleups can access European Series A investment, with real case studies and funding insights. MORE INFO
🌍 14/05, 18:00, 🗺️ Glasgow: People, Planet, Pint a friendly, no-pressure sustainability meetup to meet like-minded people and talk all things climate over a drink MORE INFO
🎤 20/05, 18:00, 🗺️ Edinburgh: ProductTank Edinburgh: World Product Day 2026 a special ProductTank event with Matt LeMay, exploring cross-functional teams (through Metallica), plus food and good conversation MORE INFO
🚀 20/05, 17:00, 🗺️ Glasgow: Heritage & Horizon: An Evening at Barclays Eagle Labs Tartan Space Suit & Flying Car Showcase giving a unique evening exploring heritage and future tech, with talks, demos, drinks, and networking MORE INFO
🌍 20/05, 19:00, 🗺️ Aberdeen: People, Planet, Pint a friendly, no-pressure sustainability meetup to meet like-minded people and talk all things climate over a drink MORE INFO
🤖 21/05, 09:00, 🗺️ Glasgow: AI 2026 Business Summit a senior-level forum exploring real-world AI impact, challenges, and how to turn potential into tangible ROI MORE INFO
🌍 21/05, 18:30, 🗺️ Edinburgh: People, Planet, Pint a relaxed sustainability meetup with a short talk from ELREC on local climate projects and the upcoming Edinburgh Climate Festival, plus drinks and good conversation MORE INFO
🤝 26/05, 14:30, 🗺️ Edinburgh: Business Networking Event in Old Town Informal marketing & advertising networking at Levels Cafe & Lounge and connect with founders and professionals, with open networking, a short intro, and Q&A. MORE INFO
🔥 26/05, 18:00, 🗺️ Edinburgh: Founders Meetup Edinburgh May 2026 tactical fireside chat with experienced entrepreneurs plus speed networking with founders, cofounders, and investors. MORE INFO
🤝 26/05, 11:00, 🗺️ Edinburgh: Raising Money Without Regret: Smart Capital for Impact Founders A founder-first session on making smarter funding decisions, with expert insights. Expect honest conversations, a clear breakdown of funding options for purpose-driven businesses, and an open AMA MORE INFO
💡 02/06, 09:00, 🗺️ Edinburgh: Fast Forward: Data, Digital & AI A one-day conference on 2 June with the University of Edinburgh exploring data, digital, and AI through talks, workshops, and cross-sector collaboration. “Connect with researchers, industry, and public sector partners to share ideas and explore real-world applications”. Details here
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Team 🔥 Campfire