I'm a single founder of a startup and negotiating an investment with investors. We basically agreed on the monetary part of things. They are getting a minor part of equity.
Among other things they've proposed a structure of Board of Directors in which one seat goes to me and 2 to them (2 partners). This doesn't make sense to me since I'm the major shareholder, but there's another provision that requires 100% of votes on key decisions which (I guess) would be their reasoning for why I should be OK with this structure.
My understanding is that I shouldn't agree to this anyway, but I'm not sure what should I counter-propose? What should be the reasonable board composition/structure?