Guide to Co-founder Relationships

Creating a business means engaging in an extraordinary human adventure. Unlike a solitary adventure, the success of a startup often depends on a tandem, a trio or a collective of founders who combine their strengths, their ideas and, above all, their ambitions. Association is a delicate alchemy, combining complementarity, shared vision and mutual respect. While it is an indispensable asset, it can also become the breaking point.

At the Galion Project, we have often found that conflicts between associates, while invisible from the outside, are both common and critical. These tensions, when not defused, can throw the entire company into turmoil. However, a solid partnership, built on dialogue and trust, can overcome crises and emerge stronger.

This guide was designed with a clear objective: to provide entrepreneurs with the tools they need to navigate the complexity of these relationships, and to lay the foundations for a lasting partnership.

Whether you are facing weak signs of disagreement or real conflicts, this guide is an invitation to take care of what is the spice of our lives: the quality of our human relationships.

Happy reading!

Frequently asked questions about co-founder conflicts

What are the early warning signs of a co-founder conflict?

Unspoken issues piling up, a partner who opposes everything, diverging ambitions (hypergrowth versus controlled growth), a co-founder who does not grow at the same pace as the company. Alexandre Bellity (Cleany) raised funds despite his partner’s reluctance, who “above all wanted a quiet life”: the disagreement only got worse.

Should you call in a coach or a mediator?

A coach steps in early, ideally when things are going well. For executive coach Laurent Merlino, 30% of his work consists of helping co-founders talk to each other. At AB Tasty, Alix de Sagazan notes that their rare disagreements happened when they had no coach. A mediator (paid) or a court conciliator (volunteer) comes in once the conflict is open. Discussions remain confidential, and the agreement reached can be approved by a judge.

What role should investors play?

Opinions differ. Willy Braun (Galion.exe) believes a trusted investor can provide a “reality check” and point founders towards a coach or a mediator. Christian Jorge (Vestiaire Collective) warns against a board acting as referee: partners should find a solution between themselves and present a common position.

How do you get a partner out of the cap table?

Two things must be distinguished: removing the executive mandate, and buying back the shares. Removal can be ad nutum, without cause, or for just cause, with the majority set by the articles of association (at least 50% + 1). For the shares, Victor Wacrenier (Ready Education) had the 25% stake of a departing partner bought back by existing shareholders through a sale promise. If the parties cannot agree on the price, article 1843-4 of the French Civil Code allows a court-appointed expert to set it. These mechanisms are prepared in the shareholders’ agreement.

Are good leaver and bad leaver clauses valid?

Yes: the French Supreme Court (Cour de cassation) upheld them in 2016. The price must however be determinable (2022 ruling), and a judge may reduce a discount deemed excessive by treating it as a penalty clause (2023 ruling). The Galion Term Sheet drops the good / bad leaver distinction, except in cases of gross misconduct.

The legal sections of the guide are written by White & Case and do not constitute legal advice. To lay the groundwork from day one, see also our guide to distributing the starting capital between founders.