Barinaada Bema, Akinrinlo Street, Akoka, Lagos (2026)

18/02/2026

I shared this in 2023.
It is 2026 and founders are still signing MOUs like contracts.

Let me say this again, clearly and finally:

Dear Business Owner,

An MOU is generally NOT a binding agreement.

It is the elder brother of a gentleman’s agreement.
In many cases, it is simply an agreement to agree.

Yet , founders still send me MOUs they have signed for:

• Partnerships
• Investments
• Joint ventures
• Tech collaborations
• Supply deals

And they are shocked when things fall apart and there is nothing legally enforceable to protect them.

Here is what you must understand:

The name of a document is not cosmetic.
It determines:

• The terms and the legal weight of the document
• The enforceability of obligations
• The remedies available when things go wrong
• The protection of your ownership, money, and control

Every transaction has the correct legal instrument it requires:

Not everything is an MOU.
Not everything is a Service Agreement.
Not everything is a Partnership Agreement.

The facts of the deal determine:

The title of the agreement
The structure
The clauses
The risk allocation

And that is the job of your lawyer.

DIY templates will not ask you:

Who owns the IP?
What happens if one party exits?
Who bears liability?
What is the dispute mechanism?
What triggers termination?

But these are the things that determine whether your business survives conflict or collapses under it.

So if someone sends you an “MOU” to sign:

Pause.
Do not sign.
Send it to your lawyer, they know what to do.

It may need to be:

• A Shareholders’ Agreement
• A Founders’ Agreement
• A Joint Venture Agreement
• A Service Agreement
• A Licensing Agreement

Not an MOU.

An MOU is not protection.

Proper documentation is protection.

This is to your

08/02/2026

BEFORE YOU SIGN THE DOTTED LINES, READ THIS

Contracts quietly shape your business.
Every deal. Every partnership. Every “small” agreement.

And the truth is this:
Most business owners enter contracts without realising what they’ve agreed to, until it’s too late.

Before you sign anything, pause.
Here’s what you must do 👇🏽

1. Review the terms properly.
Not skim. Not glance. Do an actual review.

Some clauses look harmless in plain English but carry heavy legal consequences.
A lawyer helps you spot:
• Unreasonable obligations
• One-sided risks
• Clauses that can trap your business long-term

If a term is unfair and non-negotiable, that’s your cue to rethink the deal.

2. Negotiate. Always.
A contract is an agreement, not a command.

Once you sign, the law assumes you understood and accepted everything in it. Yes, even when it’s from:
• A big company
• An investor
• A “powerful” partner

Everything is negotiable.
What makes no sense is agreeing to terms you never reviewed or questioned.

3. Be ready to walk away.
This part is hard, but necessary.

If the terms don’t protect you and there’s no room to renegotiate, walk away.
No deal is worth signing away control, ownership, or your future.

I’ve seen tech founders “sell their birthright” just to get funded, all because they felt they had no bargaining power.

Dear business owner,
Don’t accept bad terms just because the other party looks bigger.

The rule is simple:

Insist on documentation.
Review it.
Negotiate it.
And if you must, walk away.

But don’t do this alone, get yourself an experienced startup/business lawyer to guide you through the process.

That is your right.

Always to your #

06/03/2025

5 Proven Strategies to avoid Co-founder Dispute in your Business.

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One of the reasons why a lot of people have decided to build solo businesses instead of building a partnership business or have co-founders in their business is because of the disputes that may arise in the future as a result of the partnership.

When these issues arise in the future, in most case, you not only lose the business you also lose a once valuable relationship that you once had with your business partner.

So here are 5 proven strategies that you can immediatley apply in your business if you are about to build a Co-founder startup or partnership business.

1. If it's a new business, don't rush to register the company with the CAC yet, instead have "The Hard-Talk Session" with your potential partners to ensure Allignment. Discuss and agree on how you would run the company together as partners before you go into any partnership.

2. Clearly define Roles and Responsibilities.

Defining roles and responsibilities of each partner will help you to be able to manage your expectations from the partnership and also measure growth and performance.

3. Decide on ownership structure. Clearly define who owns what in the company. Be clear on the exact number of shares allocated to each co-founder and agree on a suitable share vesting provision

4. Have a proper founders Agreement with clear terms and conditions to determine how you would run and manage the business together. This Agreement should also cover every other thing you have agreed on including any special arrangement you have if any.

5. Maintain clear communication and Transparency.

Instead of using an existing Company belonging to one of the partners in a partnership business it's better to jointly open a new one if possible, maintain separate corporate account instead of receiving payments in the private account of any partner.

Be ready to openly communicate with your partners about the company finances and any other thing that may be critical to the growth of the company or its finances.

There are so many things you can do to avoid disputes but I would just stop here.

You can get my book Ultimate Legal Guide for Cofounders to learn what you and your cofounders are supposed to discuss and agree on before building a partnership business.

Send me a Dm or use the link in the comment sef took to get your copy.

Always to your

27/02/2025

Write a book but make it valuable...

That's the story behind this masterpiece.

Everyone needs to get a copy of this book and I mean everyone.

If you are building a business where you intend to give people shares in your business, you need to get this book.

If you are building a tech startup with Co-founders you need this book.

If you are a lawyer and you intend to work with founders you need to get this book so you can better advice your clients on equity split and other important legal stuff.

Every time someone gets a copy of this book they always come back with unsolicited testimonial.

This book will teach you everything you need to know about splitting equity in your startup from a practical point of view

It's a must have.

Members of my BLS program have it for free but you can get it for only N5500 only .

Use the link in the comment section to get automatic access to the book or pay by direct transfer, send me your receipt and I will send the book to you.

Always to your

16/02/2025

If you are about to build a startup with a couple of your friends or colleagues, don't rush to register the company just yet, first sort out your legal

10/12/2024

5 key things you want to do if you are a startup founder. How to legally bullet proof your startup

10/04/2024

Registration for the BLS Program Cohort 3 is officially open💃💃

Dear founder, do not miss out on the opportunity to put proper legal structures in your business now.

Whether you are still at the ideation stage, about to launch or already launched and looking to grow, the BLS program has got you covered.

Enrollment into the Business Legal Structure Program (BLS) Cohort 3 has commenced and you need to jump on this opportunity now!

BLS Cohort 3 starts on the 1st of July to 30th Spetember 2024, 50 startups and businesses will be onboarded into the Business Legal Structure Program (BLS) Cohort 3.

The BLS program is an implementation-based legal support program for serious founders and business owners who actually want to cover their legal bases and implement proper legal structures in their business.

Here are some of the things we will do for you when you join the BLS program Cohort 3

1. Prepare 4 bespoke contracts for you based on your legal needs

2. 3 contract reviews

3. CAC Company registration (1M share capital)

4. Trademark Registration

5. VAT/ Tax Promax Registration

6. Scuml Registration

7. One-on-One Legal consulting sessions

8. Access to our online courses on a self-paced platform

9. Weekly Live Expert sessions

10. Access to our 15 essential legal document Bundle

11. Access to 3 months of legal support.

12. Lifetime access to a community of other business owners like you

If you are building an innovative product and want to secure your legal bases as a serious business owner, the BLS program is where you need to be

To enroll for the BLS program cohort 3, simply send us a direct message (Dm) to get on a quick discovery call with us and get more details on how to join the BLS Program.

The Slots are very limited, so hurry now and sign up.

23/02/2024

The D-Day is finally here!

Sprout by BL is today by 11 am.

Venue is the Co-Creation Hub (CChub) on No. 8 Montgomerry Road, Yaba Lagos.

I couldn’t sleep early enough last night because I couldn’t wait for today to come.

Our space is quite limited so make sure to come in early so you can get a seat.

See you today at 11 for Sprout by BL

19/02/2024

Join us this Friday the 23rd of February 2024, at the Sprout by BL Live event where we will be discussing startup strategies for building in uncertain times.

This is one hangout you don’t want to miss it’s happening right at the Co-creation Hub Yaba and the time is 11am prompt.

You can come with your team or come alone. There will be panel session, fireside chats and lots more.

My team and I have been planning this for a while and you must have seen our Ads as well.

The event is free but you have to register to attend so we can adequately plan for you.

Please click the link in the comment section to grab your free ticket and be on the look out for an email from us.

Yes, there will be item 7 too.

I would love to meet you in person so please turn up and network with other builders and business owners like you.

18/02/2024

Help!!!

I am a shareholder in a Tech Company but i have never received dividends since inception ( 3 Years now) even though the Company makes profit.

Should I be worried?

This is the plight of most Co-founders and shareholders of not just a tech company but any other company has well.

*************************

A dividend is that portion of the company's net income or profit that id paid out to shareholders or investors based on their shareholdings in the Company.

************************

The critical question to answer is should Companies pay out dividends?

If yes, at what point should the company start paying out dividends.

**********************

Understand that it is not automatic for you to get dividends in a company. Profits are only shared when dividends are declared.

So even though the company makes profit where no dividends are declared you will not be entitled to dividends.

One of the reasons a dividend may not be declared is when a company decides to plough back the profit made into business.

When a company makes profit, it is not compulsory that it should pat out the entire profits as dividends to shareholders and if it must pay dividends at all, then it must first set aside its retention ratio.

The retention ratio is the portion of the company's profit that is ploughed back into the business.

It is reinvested into the business to grow the business.

The Pay out ratio on the other hand is the portion of the profit set aside to be paid as dividends to the shareholders.

Your job as a business owner with Co-founders, Partners or shareholders should be to determine what percentage of the total profit should be retained and what percentage should be paid out as dividends of course subject to agreement of all stakeholders or parties.

Aah!!! Barinaada, when did you become an expert in Corporate finance?

Oh well, apart from the fact that this is also an aspect of corporate law practice, it is also a very crucial part of your business as any disagreement between the company and shareholders or co-founders in this regard may potentially kill the business.

This is exactly why you need to have a detailed and comprehensively drafted partnership, Co-founders or Shareholders Agreement that captures everything from share capital to share formula to dividends policy to retention ratio to pay out ratio to share vesting etc.

Having a prior understanding of these issues with your partners and having them actually sign a written Agreement or contract accepting the terms will save you, your business and partners a lot of headache and legal ache.

P.S. This article will only make sense to you if you have a Company limited by shares, or you have shares in or are Co-founding one and intend to build a scalable business even as a start up.

07/02/2024

Stop getting angry when clients interview you or ask you questions before engaging your service.

Few years ago if you wanted to use my service and you start to interview me asking about my capacity to provide the service I would probably not follow up with you again.

However, I’ve grown to realize that it is the clients right to want to confirm that the person they intend to deal with has the capacity to solve their problem.

This doesn’t mean that they do not trust that you can do the work, they just want to be sure that you’re the right person they should be working with and that’s perfectly normal.

You would do the same too if you were going to pay some money to someone to do any work for you especially if you didn’t know them them well enough.

I was going through my email this morning and I saw this mail from 2021 where a particular client that was hoping to engage my services had sent me a questionnaire about my capabilities as a startup Lawyer before engaging my services.

I remember I clearly responded to each of his questions and cleared all doubts, and we finally got to work together.

I will share my responses to some of the questions with you because looking back now I think it’s very instructive.

A few days ago, my team and I had a meeting with this Startup that was hoping to engage our services.

As a matter fact, they were hoping to join the BLS program.

However, one of the cofounders started to ask about my profile, the number of Startups we have worked and generally my experience as a startup lawyer.

My team members were surprised that he could even ask those questions, but I wasn’t.

I mean, it was necessary for him to know that he could trust us to guide them through their startup journey.

His other Cofounders had no issues but he needed to know so I went ahead and told him everything he needed to know and even sent some links to help him know more about me.

By the time we were done, he was convinced that they were in good hands.

The rest as they say is history.

So don’t get angry when people put you through some kind of interview before engaging your service especially if the fee they will be parting with is quite significant.

Always to your

.

11/01/2024

LET’S TALK EQUITY VESTING DURATION

Earleir today my team and I had a session with two cofounders on a startup they are building together and we got talking about Equity vesting duration and other key legal issues they needed to sort out before going ahead to even incorporate the company.

This post was inspired by the that meeting and I thought to share with you, how equity vesting works and the ideal vesting duration.

So let’s go!

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How long should founders equity be vested for?

Before we answer the question of duration, let’s establish what equity vesting means for the sake of those who are new to my teachings on equity vesting.

Equity or share vesting means that the rights to the shares of a company will be earned over a period of time and not outrightly.

It means that if you’re given a 20% equity in a startup, you don’t immediately get access to the entire 20% immediately. You earn them in piece meal over time. This is called a vesting schedule.

Now, let’s answer the question of how long should founders shares be vested for?

To be honest, there is no hard and fast rule about how long the founders equity should be vested for.

I have had founders who say they want to Vest for 2 years I’ve also had another who insisted on vesting for 7 years.

Basically, there is the ideal vesting period and then there is what the founders or parties want.

The ideal equity vesting schedule is a 4 year period with a one year cliff period.

What this means is that founders whose shares are vested can only have 100% access to their shares over a 4 year period.

Using a four year vesting, the shares typically vest at 25% per year.

If you’re using a 2 year vesting, they will vest at 50% per year.

Now the Cliff period in the vesting schedule means that, if a Co-founder leaves the Company for any reason before the end of one full year, he gets absolutely nothing, regardless of how much equity he was given.

The shares automatically revert to the Company.

If he stays with his Company for two out of the 4 year period, he only gets 50% out of his total equity.

Asides from the ideal vesting period, there is what the parties want.

And what the parties want is largely based on their, vision and eventual exit plan of the founders.

If the desire is to build the business and scale it within 5 years and maybe sell out and exit, the likely vesting period will be 4 years and a one year cliff period.

If the desire is to IPO, of course going public as a Startup takes a longer time even as much as 10 years, the vesting schedule will most likely be 7 years or more.

Remember that the exit strategy of the founders must have been determined and communicated to all stakeholders as early on as possible.

If however, the desire is to run the business as a going concern and as a major cash cow, the vesting period may just be long enough for the Company to be able to stand on its own.

As I wrap up, let me add that equity vesting does not have to be time based alone, it can also be based on some performance metrics especially if the ownership of shares in the Company is tied to performance of services in the company.

In another post, I will share with you exactly why shares are vested.

Got questions for me?

Ask me in the comment section or send a Dm.

Always to your

Barinaada Bema

18/02/2026

08/02/2026

06/03/2025

27/02/2025

16/02/2025

10/12/2024

10/04/2024

23/02/2024

19/02/2024

18/02/2024

07/02/2024

11/01/2024

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