This is the most robot human post I've ever seen. As others have said, stop thinking about yourself and even about a business as the priority. Get a reality check that business is not life. Support him, talk to him. Then come to an agreement about how you're going to move forward, and talk to actual lawyers for advice about how to deal with anything if he dies.

'Cancer' is a broad church. It could mean anything from 'he'll be dead in a year' to 'after a couple of ops and some chemo and he'll be back in the game'. There's nothing anyone can advise you on around that without knowing more (but don't post it. It's none of HN readers business.) Also, it's fair to assume you're giving him as much support as you can, so saying that isn't very useful either.

Hopefully you got some decent key person insurance set up at the start. If not, whoops.

The next thing to do is to talk it out. Does he want out? If so, can you buy him out? If not, is it realistic that he can stick around? Is there anyone in your network you can bring in to replace him (temporarily, if he's got a good outlook)?

If he can't work in the business any more I suspect you should approach this in a fairly similar way to how you would if he just wanted to leave for any other reason, or wanted to take a large block of time away from the business. Being dispassionate about it, you have to accept that the fact it's cancer is actually largely irrelevant; that's just the catalyst for action. As far as the business is concerned it's the action itself that's important.

Support him? Start by talking to him and seeing what he thinks is fair.

Well, for starters, you shouldn't really post these kinds of details on Hacker News, your cofounder probably reads it and may be pretty pissed that you turn to the community to discuss what you should be doing regarding the finance of the company and his lack of work while he was diagnosed with a lethal illness.

Then, it's pretty obvious that you should take this as a problem that "hits the company", as in you should solidarly take the "loss" that his illness is causing the company. So he should be paid the same as if he was fit to work, and vest him like you are.

I don't want to sound harsh, but if you need to ask on a public forum things like this, maybe you're not prepared to drive a company.

Other than that, be human.

Currently going through this at my current company. My cofounder is battling cancer, but so far, it's been 3 years since diagnosis and he's still going strong. We still take all decisions jointly, enjoy equal equity, the works, even as we know that his time is severely limited. We have already planned succession elaborately as part of this process.

Fwiw, I was close to dying before him a few weeks back in a medical emergency, something we both didn't see coming. In the end, fate can always find a way.

I have been in a similar situation and am sorry to hear about your cofounder.

From a personal perspective things should be pretty clear, no? Understand that your cofounder suddenly has a very different perspective on life and must change his priorities immediately. If he is going through chemo or surgery there will be long stretches where he will not be able to support you or the company. He may or may not come back. He may not recover. Cancer sucks.

From a company perspective things should also be clear? This is exactly why you have clause upon clause in your contracts, notarized, lawyered and signed. Life happens. People die, have accidents, quit, become sick. If you are unsure about your legal obligations get a lawyer.

What would you want them to do if the tables were reversed? Support him, don't take advantage.

There's no good answer. If his cancer is possibly fatal or requiring extensive treatment, I would cut him loose with a small amount of equity - in the order of 10 to 20% for his contribution. Doing otherwise will likely tank the company. If it can't survive without him, maybe it's time to call it quits.

You signed up on HN to ask this one question, and made it about yourself - well done.

If he can't work any more, give him equity for the months he's worked? This is up to you, there's no rule to obey.

Stop thinking about yourself

As others have said, you'll need to talk to him. And focus on what does he want, and what does he think is fair. He can't expect to keep his share of the company, while also bailing on you, but most people don't think like this anyway. If your working relation was good, and he wants the company to succeed, he won't play hardball. Which means that you also don't need to get into the conversation with your guard up. Just talk to him, and be a decent human being.

what about supporting him, talking it out what he plans to do and what is best for you both?

If I were you I'd create a brand new HN account and ask for advice there. That's the most compassionate and un-troll-like thing I can imagine anyone doing.

(I really hope you're not seriously asking HN for advice on this. If this is a genuine request for advice, you have plenty of it now. Please go and be a compassionate human and support your co-founder. Consider deleting this post before they get to see it for themselves)

You need to clarify with legal what happens when he dies.

In germany and other europeon countries, their family would inherit his shares which can become a problem if those family members do not care about the company at all and just want out or nothing to do with it.

We talked to our partners and told them what we want them to do and they would become silent partners without control.

Nonetheless, this is actually independent of him having cancer.

4 year vesting with 1 year cliff is just simulating what FAANGs were doing 10 years ago but out of touch tech wannabes are imagining is normal now

When we set up vesting for ourselves, we just wanted a huge portion of something for super cheap and taxed beneficially if we made an 83b or 83i election, and we realized that the terms of vesting wasn’t regulated and we had unilateral discretion over everything. Our cost basis wasn’t zero, but we wound up having $200 grants with like 3 month vesting. We exercised immediately, mailed the election in, and then had paper value way higher super fast after sales at much higher prices, with a lot of liquidity.

I periodically reaffirmed with my cofounder what the purpose of our venture was

“We’re still in the money game, right?”

and this supports our financial engineering, as opposed to being steered or married to the particular idea or line of business

so all that’s to say, what game are you in? do you two have unilateral control over the contracts? maybe that steers the conversation more than wondering if they could or should make the cliff for some illiquid startup ownership

1. Unless you have your co-founder's permission to post this, you should contact the moderators/dang and ask for the post to be taken down.

2. If you're not already doing so, support your co-founder on a human level. They may well be frightened and uncertain. Be there for them.

3. Talk to a lawyer together when you're both ready and your co-founder has some clarity and headspace.

Thanks for asking for help in a difficult situation! It sounds like your co-founder is going through a tough situation, and it's great that you want to help. Here are some things you can do:

Listen actively: Let your co-founder vent and express their feelings freely without judgment. Sometimes just having a listening ear can be incredibly helpful.

Validate their emotions: A simple "That must be really tough" or "I can see why you'd be feeling this way" can go a long way.

Focus on what they can control: help them focus on what they can control moving forward. Maybe it's reaching out to a mentor/friend in your network who can help?

Just be there: Sometimes the best support is simply being there for them. Let them know you care and are there for them however they need you.

(You included some irrelevant details about stock and cliffs, but I can understand it's an emotional time and you may not be able to think coherently.)

The secret to being a decent human being is doing the right thing even when you don't have to... Your peers live a long time, and making powerful enemies is unwise. The civil legal system can also have an implicit definition that favors community well-being over the explicit definition of some laws.

In general, succession policy in companies keep the business running when individuals eventually leave. No one person's role should be so uniquely important that a firm will stop growing if they disappear.

In large firms: births, illness , and deaths are a daily occurrence.

In small firms, once the founders leave only a third of companies survive the next 2 years.

You may have your creditors target your firm as well, as the talent pool needed to reach a profit-mode may no longer be seen as viable.

Also, talking about other peoples health issues without consent may be a crime in your region (in my country it is a $93k fine per violation.)

Stand with him and help him through his hard time - when he has fought it off, you will be buddies for life.

There is no universal cure for cancer, but most of them can be starved out. Carbohydrates are fuel for cancer avoid them on all cost. Depending on the cancer, fasting and strong reduction of caloric intake. Some expert say, you should avoid autophagy, some say, 30-40 day fast can starve it out - depending on the type. GDF-11 seems to to have fixed some - needs to be precisely adjusted based on bio markers. There are some peptides to boost immune system. If he wants to eat, vegan and mostly greens, fibers and no processed foods.

As a biohacker, my suggestion: Vitamin D, K MH-7, Zinc, Se-Methyl L-Selenocysteine, Zone 2 Training, Stretching 2x day 15 minutes at least (immune-cells use fascia as roads - glued fascia layers are a breeding ground for cancer)

Hug him. Support him. His life is most probably ending and he is most probably quite depressed. Stay with him.

Your company is just a job, just a company.

What would you expect of him if you'd be in his situation? I'm sure that having a successful company would be the last thing on the list (if it was there at all).

It goes without saying that being a normal caring human being about it gives you the most social karma. However nobody got rich by caring that much. Later in life when they suddenly realise they are as mortal as any other being they usually try to make amends somehow, but i digress..

So, what's the question anyway? How you want to go forward with the company? What your cofounder wants? What the workforce wants? What you want? Too many variables at the moment is my guess.

I would suggest a hardcore honest long personal talk with only your cofounder in how you both see things and what you want personally, for your workforce and for each other. Agree on things. Could both give you some peace.

And remember it's nice to try and follow Will Wheatons law.

Treat him in the same manner that you would want to be treated if you were diagnosed with cancer.

Can you run the company by yourself and take it to profitability?

The fact that you're asking this question on HN suggests not.

Edit: To add context, I assumed that you mean your cofounder was about to die and can no longer run the company. But now I realize that you didn't say that.

Step 1 - support him

Step 2 - depends on wether he can and wants to stay involved.

Step 3 - go to step 1.

If you take the opportunity you just got to switch gears and truly process this, instead of seeing it as another problem to be solved, I think you have a lot to gain from it on a personal level.

You have a choice, so please consider that most startups fail, and that disease, aging, and death are inevitable parts of life. The way you deal with these things have a very real and lasting impact on your own happiness and wellbeing.

Best wishes to you and your co-founder.

Whatever you do, don't pull a Bill Gates on him.

I believe talk to a lawyer for your options. You may give him some non-voting percentage. You can put some cap on valuation. e.g. he gets 10% stake. and you take company to 100x, his stake may not grow equally. You can have an option to buy his shares at some calculated valuation in some future funding rounds...

Work harder to cover his absence. As simple as that.

Let your human decency guide you.

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Rent a copy of the instructional video "The Social Network" and "Zuck" them (/s).

In all seriousness, do unto others as you would like them to do to you.