{"type":"rich","version":"1.0","provider_name":"Transistor","provider_url":"https://transistor.fm","author_name":"Letters of Intent","title":"50/50 Partnerships Part 1 - Handshake Deals","html":"","width":"100%","height":180,"duration":963,"description":"In this episode breakdown, Pankaj Raval and Sahil Chaudry take apart the 50/50 partnership, the most common and least documented ownership structure in private business. They work through a line of recent state court decisions and the LLC statutes of Texas, California, and Delaware to answer one question a handshake never answers: does your co-founder actually owe you anything?\nThrough this practical analysis, Pankaj and Sahil extract critical distinctions in default entity law, governance design, and buy-sell mechanics, that apply directly to founders and leaders of growing private enterprises operating on trust instead of paper.\nThis podcast is for informational purposes only and does not constitute legal advice.\n\nTakeaways\n\nThe Default Rules of Your State: A partnership with no governing document does not operate without rules. It operates under the rules the state wrote, and those rules differ sharply depending on where the entity was formed. Founders who file cheaply and quickly online rarely learn which set they accepted.\nSeparating Formal Duty from Informal Trust: Courts in some states have held that co-ownership alone creates no formal fiduciary duty between members. A narrower informal duty can still exist, but it has to have existed before and apart from the venture now in dispute, and the other side has to have traded on it. \nThe Manager-Managed Filing Trap: A California LLC is member-managed by default unless the election appears in both the articles of organization and the operating agreement. Signing a detailed manager-managed agreement while the articles say otherwise can leave the entity carrying full member-to-member duties nobody intended to take on. \nThe Machinery of a Workable Buy-Sell: A buy-sell with a trigger and no price mechanism resolves nothing. The shotgun clause is elegant but favors whichever owner can raise cash, which makes it a purchase option rather than a coin flip, so a formula price or a defined appraisal process usually...","thumbnail_url":"https://img.transistorcdn.com/nODHY0YK7swr_eu_9CBnHlaREdt4O-QJxCNv3UFQkmY/rs:fill:0:0:1/w:400/h:400/q:60/mb:500000/aHR0cHM6Ly9pbWct/dXBsb2FkLXByb2R1/Y3Rpb24udHJhbnNp/c3Rvci5mbS8yMWY4/ZjJkZjk4OTE4ZTg4/N2E2ODhhNjNjZTUz/YjM1Yy5wbmc.webp","thumbnail_width":300,"thumbnail_height":300}