I am creating a medical device startup and I have some issues determining how to split up the various roles and responsibilities of founders, among other problems. My brother, a friend/partner, and I are the main owners of the company, in addition to a technical team who owns less than 10% equity. As I have personally been working on the idea for several years and will be acting as startup CEO, I will be taking 57% equity, and my brother (startup CFO) will get 17% and my friend (startup COO) will also get 17%. My friend is also willing to invest capital for our initial expenses (maximum of $20,000). We are close to registering our company as an LLC and finalizing our operating agreement which includes a milestone-based vesting schedule and reverse-vesting schedule.
I have several issues that hopefully somebody could give me some good advice on:
How do I determine who is responsible for which tasks/jobs/responsibilities?
Is it completely inappropriate for me to demand a small buffer (~6%) so that I will remain in control of the company (own at least 51%) once our shares begin to get diluted?
My friend/partner is demanding that we include a clause in our operating agreement that states that he will receive more ownership percentage if the company moves away from our original technology platform and starts other projects. Is this appropriate? Have other startups had similar scenarios? What will investors think of such a clause?
My friend is willing to invest money, but I know that if I make the shares he will be receiving worth the amount he is willing to invest, I would need to purchase my shares of the company as well at a price I cannot afford. Is this logic correct? How do I get him to invest without him actually getting more shares?
I have read that I will be taxed differently (income vs. capital gains tax) if I receive my initial shares as sweat equity versus if I purchase my shares at a nominal price. Is this correct or what do I need to understand in order to avoid the highest tax rate?
Does anyone know of any good guides/books on biotechnology or medical device startups? I have The Entrepreneur's Guide to a Biotech Startup, which is very helpful, but I would love to read more on the experiences of others in similar situations.
Thank you very much in advance for any input, I really appreciate it. Please feel free to ask any questions and I will do my best to clarify. Thanks again!