I think I've included all of the relevant info below, but I will be happy to provide any additional info to help clear up the matter.<p>Two colleagues and I are contemplating starting a company, NewCo, where one of the partners is the
CEO/founder of the company where I am currently employed, and the third partner was employed until
recently (which will be referred to as OldCo for the rest of the discussion). The new company will focuson developing a software product built around a concept that 2 of the partners discussed prior to their joining OldCo.<p>While the 3 partners were working together for OldCo the business aspect of the software was fleshed
out, and some initial proof of concept development work was undertaken. However due to external
factors the work was halted and OldCo decided to pursue other opportunities.<p>Currently OldCo is in negotiations to receive a large cash investment from a 3rd party. The investment includes a provision to release claims to any IP associated with the software product, and to provide seed funding for NewCo for which they expect a controlling share (51%). The investors won’t do any deal without gaining 51% of NewCo and we believe that we need them to relinquish their claims on any IP developed while the 3 of us were working for OldCo.<p>The equity negotiations between the founders of NewCo are very difficult, in part because the CEO
has personal interest in both NewCo & OldCo. I’m looking for any advice or insight that can help me
structure NewCo.