refine: author domain_knowledge/entrepreneurship/fixtures/*.yaml (Layer 6)

domain_knowledge/entrepreneurship/fixtures/bootstrap-vs-seed-saas-40k-mrr.yaml

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+id: bootstrap-vs-seed-saas-40k-mrr
+text: |
+  Two-cofounder B2B SaaS, sales-ops tooling for mid-market account
+  executives, 14 months in. Currently at $42k MRR ($504k ARR run-
+  rate), 17 paying customers, NRR ~108% over last 6 months, gross
+  margin 78% (one full-time customer-success contractor at $4k/mo
+  is the main COGS line). We're both pre-seed-eligible: my
+  cofounder is ex-Salesforce PM, I'm ex-Looker eng manager. We
+  have $145k combined personal runway burned to date and roughly
+  18 months of remaining household runway each (both married, no
+  kids yet, partners on supportive day-jobs). Two offers on the
+  table from real pre-seed funds we like: (a) $1.5M on a $7.5M
+  post-money SAFE cap, no discount, MFN clause, no pro-rata; (b)
+  $2.0M priced seed at $10M post-money with full Series Seed
+  paper (1x non-participating liquidation preference, pro-rata
+  rights, one board seat, weighted-average broad-based anti-
+  dilution, protective provisions on $250k debt / new equity /
+  sale-of-company). At our current 11%/month MoM growth we'd hit
+  $80k MRR in ~6 months on cash flow alone if we don't blow up
+  the unit economics. The Indie Hackers framing says stay
+  bootstrap and own 100%; the YC playbook says raise so we can
+  hire and not lose the category to a venture-backed competitor.
+  We honestly don't know which framing fits — and we don't know
+  what the "raise from strength" inflection means at our specific
+  numbers.
+expected_domains: [entrepreneurship]
+expected_entities:
+  - $42k-MRR
+  - $504k-ARR-run-rate
+  - 17-paying-customers
+  - 108%-NRR
+  - 78%-gross-margin
+  - $1.5M-on-$7.5M-post-money-SAFE-cap
+  - $2.0M-priced-seed-at-$10M-post
+  - MFN-clause
+  - 1x-non-participating-liquidation-preference
+  - pro-rata-rights
+  - weighted-average-broad-based-anti-dilution
+  - 11%-MoM-growth
+  - $145k-burned-personal-runway
+expected_personas: [indie-saas-product-led]
+expected_risk_surfaces:
+  - dilution-arithmetic-across-rounds-50-55pct-retained-pre-series-B
+  - venture-trap-cash-flow-business-mistakenly-takes-VC-money
+  - protective-provision-decision-velocity-loss-compounds
+  - revenue-bar-as-leverage-bootstrap-to-strength-vs-raise-from-weakness
+  - founder-personal-runway-as-implicit-cost-rarely-surfaced
+  - QSBS-clock-starts-at-priced-stock-issuance-not-SAFE
+expected_decisions: [D2, D5]
+expected_framings: [F1, F2, F5, F13, F14]
+expected_blindspot_categories:
+  - venture-trap-cash-flow-business-signs-up-for-100m-arr-trajectory-destroys-5m-comfortable
+  - bootstrap-vs-raise-binary-frame-misses-strategic-window-timing-on-network-effect-categories
+  - SAFE-MFN-clause-auto-upgrades-prior-SAFEs-stacking-multiplies-dilution
+  - QSBS-clock-doesnt-start-on-SAFE-only-on-conversion-to-priced-equity-c-corp
+  - founder-personal-runway-as-implicit-investment-cost-bootstrap-path-amplifies
+  - not-a-substitute-for-case-specific-licensed-counsel-on-term-sheet-review

domain_knowledge/entrepreneurship/fixtures/cofounder-departure-dispute-ca-non-compete.yaml

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+id: cofounder-departure-dispute-ca-non-compete
+text: |
+  Three-cofounder Delaware C-corp, Series A 18 months ago at
+  $32M post-money ($8M raised, lead Index Ventures, one board
+  observer + one board seat). Cap-table: founder A (me, CEO)
+  20% pre-Series-A vested; founder B (CTO) 20% pre-Series-A
+  vested; founder C (COO, the situation) 20% pre-Series-A,
+  currently month 26 of 4-year vesting (54%). Series A added
+  preferred 20% (lead 14%, secondary investors 6%), employee
+  option pool 14%, common stock pool 12% reserved for advisors
+  and convertible-note conversion residuals. All three founders
+  are CA residents (SF / Oakland / Mountain View). Founder C
+  has been performance-managing poorly for ~9 months — board
+  has lost confidence — and we're approaching a forced
+  separation. Documented issues: missed three quarterly OKRs,
+  three direct reports left citing C's management style.
+  Founder C disputes the facts. The agreement defines "for
+  cause" as fraud / felony / material breach but says nothing
+  about performance. Specific decisions converging. (1) The
+  vesting calc: per agreement, "without-cause termination
+  preserves vested per schedule; for-cause forfeits vested
+  AND unvested" — so the for-cause / without-cause distinction
+  is worth (54% - 0%) × $32M × 20% = ~$3.5M of equity value to
+  founder C alone. They have hired employment counsel. (2)
+  Non-compete: agreement has a 12-month broad non-compete and
+  18-month non-solicit of customers and employees. CA
+  Bus & Prof Code §16600 voids non-competes against employees
+  (limited carve-outs: sale-of-business and partnership-
+  dissolution). The FTC 2024 non-compete rule is in
+  litigation and status varies. Non-solicit is more
+  enforceable than non-compete even in CA. (3) Customer-
+  poaching: we have evidence C has been talking to 3 of our
+  named customers about a directly-competing concept. They
+  haven't formally pitched yet but the conversations are
+  documented in customer-side emails our customers forwarded
+  to us. (4) Board / shareholder transition: C holds a board
+  seat per founder-agreement; if we force them out, does the
+  seat go vacant, board-elected, or remaining-founder-elected?
+  Per certificate of incorporation it's "remaining-founders
+  elect." Our Series A lead's protective provisions require
+  investor consent for board composition changes.
+expected_domains: [entrepreneurship, legal-disputes, personal-finance]
+expected_entities:
+  - Delaware-C-corp
+  - $32M-post-money-Series-A
+  - Index-Ventures-board-seat-protective-provisions
+  - 26-of-48-months-vested-54-pct
+  - "for-cause-fraud-felony-material-breach-no-performance-clause"
+  - CA-Bus-Prof-Code-§16600-non-compete-void
+  - 12-month-broad-non-compete
+  - 18-month-non-solicit-customers-employees
+  - FTC-2024-non-compete-rule-litigation-status
+  - $3.5M-equity-value-at-stake
+  - certificate-of-incorporation-remaining-founders-elect-board-seat
+  - documented-customer-poaching-evidence
+expected_personas: [dispute-mid-cap-table]
+expected_risk_surfaces:
+  - for-cause-vs-without-cause-vague-definition-load-bearing-litigation-ground
+  - CA-§16600-voids-non-competes-against-employees-narrow-exceptions
+  - FTC-2024-non-compete-rule-status-in-litigation-verify-current
+  - non-solicit-more-enforceable-than-non-compete-even-in-CA
+  - Defend-Trade-Secrets-Act-DTSA-claim-on-customer-poaching
+  - board-seat-transition-per-certificate-of-incorporation-investor-consent
+  - severance-and-release-of-claims-mutual-insurance-bilateral
+expected_decisions: [D11, D10]
+expected_framings: [F3, F11]
+expected_blindspot_categories:
+  - for-cause-definition-vague-creates-litigation-ground-load-bearing-legal-text
+  - CA-§16600-voids-non-competes-non-solicit-more-enforceable
+  - FTC-2024-non-compete-rule-litigation-status-changing-verify-current-operative-state
+  - DTSA-Defend-Trade-Secrets-Act-recovery-path-when-non-compete-unenforceable
+  - severance-and-release-bilateral-mutual-insurance-departing-founder-and-company
+  - investor-consent-on-board-composition-protective-provisions-Series-A-load-bearing
+  - ADEA-protected-employees-age-40-plus-21-day-consider-7-day-revoke-statutory
+  - high-stakes-consult-startup-attorney-AND-employment-law-attorney-both-sides-CA-disputed-departure-over-10pct-equity

domain_knowledge/entrepreneurship/fixtures/cofounder-equity-split-vesting-cliff.yaml

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+id: cofounder-equity-split-vesting-cliff
+text: |
+  Two-cofounder Delaware C-corp forming next month. I'm the
+  business / GTM founder; my cofounder is a 12-year deep-tech ML
+  engineer leaving a Senior Staff role at a public ML-platform
+  company. I have the original idea + 8 months of pre-incorporation
+  customer-development work (~40 LOIs, three pilot conversations,
+  one $25k signed pilot contract in my personal name) but no
+  production code. My cofounder will architect and build the
+  product. We've agreed verbally on 50/50 with standard 4-year
+  vesting + 1-year cliff. Three things are nagging me. (1) Their
+  current employer's offer letter has a broad IP-assignment clause
+  + "anticipated business" language; we're both California
+  residents so Labor Code §2870 should apply, but their
+  employer's IP literature claims a 12-month tail on anything
+  "developed during employment." Do we need a written carve-out
+  letter from them before they touch our codebase, or is the
+  CIIAA we sign at incorporation enough? (2) The vesting clock —
+  if we incorporate on June 1 and they give 8 weeks notice (last
+  day August 1), should their vesting start at June 1 (the grant
+  date) or August 1 (when they actually start)? The cliff matters
+  here; a June 1 cliff with August 1 start means they hit cliff at
+  10 months actual work. (3) 83(b) — we'll have 4M shares each at
+  $0.0001 par; the 30-day window is hard but I keep reading
+  conflicting advice about whether spouse-signature is required in
+  CA (community property) and whether certified mail is sufficient
+  evidence of filing.
+expected_domains: [entrepreneurship, tech-career, legal-disputes]
+expected_entities:
+  - Delaware-C-corp
+  - 50/50-equity-split
+  - 4-year-vesting-1-year-cliff
+  - 4M-shares-at-$0.0001-par
+  - CA-Labor-Code-§2870
+  - CIIAA
+  - "anticipated-business-IP-assignment"
+  - 83(b)-election-30-day-window
+  - certified-mail-IRS-filing
+  - $25k-pilot-contract
+  - CA-community-property-spouse-signature
+expected_personas: [two-cofounder-pre-equity]
+expected_risk_surfaces:
+  - prior-employer-IP-assignment-carve-out-pre-start
+  - vesting-start-date-vs-grant-date-cliff-arithmetic
+  - 83(b)-election-30-day-window-no-recovery
+  - CIIAA-prior-art-carve-out-scope
+  - founder-personal-name-pilot-contract-assignment-to-newco
+  - CA-Labor-Code-§2870-anticipated-business-fuzzy-term
+expected_decisions: [D1]
+expected_framings: [F3, F4, F5]
+expected_blindspot_categories:
+  - 83-b-election-30-day-window-no-recovery-mechanism
+  - prior-employer-IP-assignment-carve-out-must-be-pre-work-not-pre-exit
+  - vesting-start-grant-vs-actual-start-distinction-cliff-impact
+  - CIIAA-scope-disputes-most-litigated-founder-disagreement-category
+  - founder-personal-contracts-pre-incorporation-must-be-assigned-to-newco
+  - high-stakes-consult-startup-attorney-founder-side-cooley-gunderson-wsgr-orrick-fenwick-or-clerky-atlas

domain_knowledge/entrepreneurship/fixtures/international-founder-delaware-c-corp-1202.yaml

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+id: international-founder-delaware-c-corp-1202
+text: |
+  Two-cofounder dev-tools company, both founders are
+  Brazilian nationals currently in the US on different
+  visas. I'm on an H-1B (5th year, I-140 approved, priority
+  date 2022 in EB-2 ROW). Cofounder is on an O-1A approved
+  6 months ago. Company is Delaware C-corp formed 3 months
+  ago, currently revenue $0, working off personal savings
+  + a $300k YC standard MFN SAFE at $1M floor / $20M post-
+  money cap. Three structural questions converge with major
+  tax + immigration consequences. (1) Founder ownership
+  structure: I currently own 50% directly as a US H-1B
+  visa holder (this is OK; H-1B does not bar passive
+  ownership). But H-1B "work for the petitioning employer"
+  rules mean I can't be a paid employee or do material work
+  for my own startup while on H-1B without a separate
+  H-1B-transfer to the startup as employer (which requires
+  the startup to have funding + ability to pay + actual
+  employer-employee relationship, including someone who can
+  fire me). My cofounder on O-1A has more flexibility. The
+  founder-on-H-1B mechanics here cross deeply into
+  immigration domain. (2) §1202 QSBS eligibility: as a US
+  tax resident I should qualify for §1202 gain exclusion
+  on a successful exit (up to $10M or 10x basis), provided
+  (a) the company is a domestic C-corp at issuance, (b) I
+  hold for 5+ years, (c) gross assets at issuance < $50M.
+  But there's a structural concern: I'm planning to apply
+  for adjustment of status (I-485) in the next 12 months
+  when my priority date is current; if I'm out-of-status
+  for any window or if I leave the US for >180 days, do I
+  lose US-tax-resident status, and does that void §1202?
+  (3) §351 contribution: my cofounder is planning to
+  contribute Brazilian-domiciled IP (some pre-existing
+  software he built before joining) to the C-corp via §351
+  tax-free contribution in exchange for founder stock. The
+  US §351 mechanics require "control" (80%+ ownership
+  immediately after) and "active trade or business" tests.
+  The Brazilian-source IP has Brazilian tax exposure on
+  outbound transfer — Brazilian "ganho de capital" 15-22.5%
+  if it's appreciated. We need cross-border tax planning
+  most US CPAs can't do.
+expected_domains: [entrepreneurship, immigration, personal-finance]
+expected_entities:
+  - H-1B-visa-5th-year
+  - I-140-approved-EB-2-ROW-priority-date-2022
+  - O-1A-visa-approved
+  - Delaware-C-corp
+  - $300k-YC-standard-MFN-SAFE-$1M-floor-$20M-post
+  - IRC-§1202-QSBS-$10M-or-10x-basis
+  - 5-year-hold-period
+  - $50M-gross-assets-at-issuance-cap
+  - IRC-§351-tax-free-contribution
+  - 80-pct-control-test-§351
+  - Brazilian-ganho-de-capital-15-22.5%
+  - I-485-adjustment-of-status
+  - H-1B-work-for-petitioning-employer-rule
+  - 180-day-foreign-presence-tax-residency-threshold
+expected_personas: [international-founder]
+expected_risk_surfaces:
+  - H-1B-founder-cannot-work-for-own-startup-without-H-1B-transfer
+  - §1202-QSBS-domestic-C-corp-at-issuance-requirement
+  - §1202-QSBS-5-year-hold-from-stock-issuance-not-SAFE-conversion
+  - §351-tax-free-contribution-control-80-pct-and-active-trade-tests
+  - cross-border-IP-contribution-Brazilian-ganho-de-capital-on-outbound-transfer
+  - I-485-adjustment-of-status-out-of-status-window-tax-residency-risk
+  - tax-residency-loss-via-180-day-foreign-presence-substantial-presence-test
+expected_decisions: [D11, D5, D1]
+expected_framings: [F1, F5, F13]
+expected_blindspot_categories:
+  - H-1B-founder-on-own-startup-petitioning-employer-rule-requires-H-1B-transfer-funding-and-fire-ability-tests
+  - §1202-QSBS-domestic-C-corp-at-stock-issuance-not-SAFE-foreign-incorporation-disqualifies
+  - §1202-QSBS-state-conformity-CA-NY-NJ-don't-conform-tax-free-tail-disappears-at-state-level
+  - §351-tax-free-contribution-control-and-active-trade-tests-pre-existing-IP-from-foreign-domicile
+  - Brazilian-ganho-de-capital-outbound-IP-transfer-cross-border-tax-exposure
+  - tax-residency-loss-via-substantial-presence-test-failure-180-day-rule
+  - high-stakes-consult-startup-attorney-AND-tax-attorney-cross-border-1202-and-351-and-immigration-coordination

domain_knowledge/entrepreneurship/fixtures/llc-vs-s-corp-ca-180k-consultant.yaml

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+id: llc-vs-s-corp-ca-180k-consultant
+text: |
+  Solo software consultant, year 3, California resident
+  (Berkeley). Operate as single-member CA LLC currently taxed
+  as disregarded entity / Schedule C. 2025 projected net income
+  $182k after expenses, all clients are out-of-state (3 in TX,
+  1 in NY, 1 in CO — pure remote engagements, no physical
+  presence in any client state). Three concrete questions on
+  the S-corp election decision via IRS Form 2553 with effective
+  date Jan 1, 2026 (75-day deadline mid-March). (1) The SE-tax
+  arithmetic: at $182k net SE, I'm currently paying ~$22k SE
+  tax (15.3% on first $168.6k SS wage base + 2.9% Medicare on
+  remainder); a $90k W-2 salary + $92k distribution S-corp
+  split would pay ~$13.8k FICA, saving ~$8.2k. CA imposes a
+  1.5% S-corp tax = $2.7k + $800 minimum franchise tax (which
+  I already pay as LLC anyway). Net savings ~$4.7k. Gusto
+  payroll is $50/mo = $600. Additional CPA cost from 1040 +
+  Schedule C to 1040 + 1120-S + K-1 + payroll filings is
+  ~$1,500. Net post-cost savings ~$2,600. Is the math right or
+  am I missing something? (2) The QBI / SSTB interaction: I'm
+  a software consultant — is that a Specified Service Trade or
+  Business under §199A? The 2024 single phase-out is
+  $191,950-$241,950; my QBI as LLC at $182k would generate
+  ~$36k §199A deduction (20% of $182k); as S-corp the QBI is
+  only the $92k distribution portion (~$18k §199A). Does the
+  SE-tax savings exceed the QBI deduction loss? (3) Multi-
+  state nexus: am I creating economic nexus in TX / NY / CO by
+  doing remote work for clients there? NY in particular has
+  the "convenience of the employer" rule that's caught remote
+  workers; does that apply to a contractor? Reasonable-salary
+  defensibility — Watson v US backdrop, RCReports puts me at
+  $85-110k for "software consultant" — is $90k defensible?
+expected_domains: [entrepreneurship, personal-finance]
+expected_entities:
+  - $182k-net-SE-income
+  - IRS-Form-2553-75-day-deadline
+  - $168.6k-SS-wage-base-2025
+  - 15.3%-SE-tax-combined
+  - $90k-W-2-salary-$92k-distribution-split
+  - CA-1.5%-S-corp-tax
+  - $800-CA-minimum-franchise-tax
+  - IRC-§199A-QBI-deduction
+  - SSTB-phase-out-$191,950-$241,950-single-2024
+  - Watson-v-US-2012-reasonable-salary
+  - RCReports-salary-benchmark
+  - "NY-convenience-of-the-employer-rule"
+  - economic-nexus-multi-state
+expected_personas: [solo-consulting-multi-state]
+expected_risk_surfaces:
+  - 80k-crossover-actually-fuzzy-state-and-SSTB-dependent
+  - S-corp-election-destroys-QBI-deduction-via-W-2-salary-not-in-QBI
+  - reasonable-salary-defensibility-Watson-precedent-RCReports-alone-insufficient
+  - multi-state-economic-nexus-from-remote-clients-NY-convenience-rule
+  - QBI-SSTB-phase-out-software-consultant-classification-ambiguous
+  - S-corp-election-saves-SE-tax-costs-retirement-contribution-capacity-decision-8
+expected_decisions: [D4, D6]
+expected_framings: [F4, F5]
+expected_blindspot_categories:
+  - 80k-crossover-actually-fuzzy-CA-with-1.5pct-tax-pushes-crossover-to-100-120k
+  - S-corp-election-reduces-QBI-deduction-by-salary-amount-§199A-interaction-non-trivial
+  - SSTB-phase-out-software-consulting-ambiguous-classification-as-consulting-SSTB
+  - reasonable-salary-RCReports-alone-insufficient-Watson-v-US-audit-defensibility
+  - multi-state-nexus-NY-convenience-of-employer-rule-applies-to-contractors-too
+  - S-corp-election-destroys-retirement-contribution-capacity-30-40pct-decision-8-interaction
+  - high-stakes-consult-S-corp-experienced-CPA-multi-state-nexus-not-generic-1040-prep