The lawsuit accuses the CEO of being a shady person in general. I think it’s plausible that the co-founder was surrendering equity he thought worthless (to move on from working with the shady person) and perhaps the CEO was advised by someone that a transaction without consideration can be challenging to defend (since he allegedly knew he was lying to the co-founder) so he convinced the co-founder that “for tax purposes, if I pay you $100 for the equity, it’ll be better for you as you can write the loss off” or something along those lines, something that wouldn’t stand up to scrutiny now but is enough to bamboozle someone into agreeing at the time.
Edit: no theory needed. The lawsuit goes on to say the $100 is the price the co-founder originally paid for the shares when the company was formed.
The CEO might have been shady as all heck but the lawsuit really feels like it's all over the place in terms of claims. It starts by going on about how important the co-founder was to the company and to teaching the CEO almost everything about AI and like the co-founder was the brains behind the technical achievements, but then pivots into talking about how the CEO was responsible for all the code and the actual implementation and the co-founder was just a public face and deals maker who had no involvement in the actual development, and then pivots back to complaints about the CEO fraudulently claiming credit for "being instrumental" or "leading" the efforts to build the stuff.
The complaint simultaneously tries to paint the co-founder as absolutely vital to the success and creation of everything the company did, while at the same time only taking 15% of the company (the CEO started with 70%) and completely unaware of anything regarding the company's assets, income, or valuation, despite apparently negotiating multiple hundred thousand dollar funding campaigns and contributing $15k of his own money. Is it common when you're in the "getting grants from NGO's, before even seed VC funding" part of starting a company for one of three founders to be negotiating these $100k+ funding deals without any access to the company finances?
Didn't follow any public statement of the CEO, didn't have an insight or access to the books despite apparently multiple times running into funders complaining that the company appeared to be mis-managing funds, and apparently didn't even blink an eye (other than to note it I guess) that the deal that he thought was selling his shares back to the company was instead written to sell it to the CEO personally.
CEO may have been crooked as any man could be, but the co-founders own complaint really makes it seem like he walked through his entire run there with his eyes tightly shut.
> The lawsuit goes on to say the $100 is the price the co-founder originally paid for the shares when the company was formed.
My former business partner tried to pull a similar stunt. He mailed me a check for a few dollars (the original purchase price), along with a cheery matter-of-fact explanation. He assumed I'd cash the check and in doing so give away my vested shares for almost nothing, but luckily I did not. Sent a letter back explicitly stating I continued to own the stock and that the shares were not eligible for repurchase under our repurchase agreement.
Edit: no theory needed. The lawsuit goes on to say the $100 is the price the co-founder originally paid for the shares when the company was formed.