The investor slid the term sheet across the café table and tapped one sentence with a silver pen.
“We need Daniel off the cap table before closing.”
Daniel had written the first version of their warehouse scheduling software in his apartment. He had also stopped answering customers, missed payroll calculations twice, and disappeared for four days during a product outage. He still owned twenty-eight percent.
“He’s getting treatment,” Priya said.
“I’m not judging him,” the investor replied. “I’m judging whether the company can make decisions.”
Without the funding, they had seven weeks of cash. Fifteen employees depended on the round. Daniel, now living with his parents in Ohio, refused to sell cheaply. “You want me punished for getting sick,” he told Priya by phone.
She offered him cash, medical insurance for a year, and five percent retained ownership. He laughed once. “Five percent of my own idea. Generous.”
The board meeting lasted until midnight. Priya could invoke a clause tied to Daniel’s abandoned duties, but litigation might outlive the company. Finally, she told the investor the cleanup would not happen before closing. She proposed nonvoting shares for Daniel and a board structure that prevented deadlock.
The investor withdrew.
Priya cut her salary to zero and laid off six people on a Tuesday morning. Two called her disloyal. Four hugged her. None of it felt like leadership.
Three months later, a customer financed the company through a prepaid multiyear contract. The valuation was lower than the rejected round. Daniel accepted nonvoting shares after his lawyer negotiated a path to recover more if the company sold.
Years later, the cap table was still messy. Priya kept the silver term sheet in a drawer, unsigned. Cleanliness, she had learned, often meant that someone else’s history had been erased.
