Becki DeGraw
Partner at Wilson Sonsini Goodrich & Rosati and co-leader of its emerging companies practice. She advises technology and growth companies, founders, and investors on formation, corporate governance, financings, and liquidity events.
Founder Vesting Protects Startups When Co-Founders Leave
Wilson Sonsini partner Becki DeGraw argues that startup equity should remain tied to ongoing contribution: founder vesting lets a company recover unearned shares when a co-founder leaves, while advisor grants need objective milestones or active termination when the work stops. She says founders negotiating financing gain their strongest leverage from multiple term sheets, which allow them to weigh vesting, board representation and follow-on capacity alongside valuation.
Clean IP Title Determines Whether a Spinout Can Raise
Wilson Sonsini partner Becki DeGraw argues that a spinout must give the parent a defensible return without leaving the new company’s founders too little ownership to recruit, raise capital, and build an independent business. Alongside the cap table, she says, the parties must establish a clean chain of title to the IP and document continuing rights around infrastructure, employees, customers, and confidential information before the team begins operating separately.
Preferred Stockholders Control Their Designated Board Seats
Wilson Sonsini partner Becki DeGraw argues that startup founders should treat board seats as durable allocations of corporate control, not as informal advisory roles they can revoke when a relationship sours. Boards approve consequential actions from financings and equity grants to CEO changes, and preferred-stock investors commonly gain designated seats whose holders are elected by their own class of stock. Once those rights are set in the charter and financing documents, common stockholders generally cannot remove the investor’s director without that investor’s agreement.