In this episode of the Startup CPG Podcast, host Daniel Scharff sits down with Blake Horn and Ryan Hall, both partners at CPG-exclusive law firm Giannuzzi Lewendon, to dig into one of the most overlooked parts of building a brand: doing it legally right from day one. From horror stories at the closing table to the nuances of vesting schedules and co-founder agreements, Blake and Ryan share hard-won lessons and cautionary tales that every founder — at any stage — needs to hear.

Blake opens with a jaw-dropping story of a founder at a multi-hundred-million-dollar exit who got a call from someone they hadn't thought about in 20 years claiming to own half the company — based on a napkin agreement. Ryan follows with a tale of informal equity promises that produced costly litigation and wiped out a significant chunk of sale proceeds. Both stories drive home the same lesson: the problems you ignore early on don't disappear — they compound.

The conversation covers the most common early-stage mistakes: misclassifying employees as independent contractors, failing to put basic offer letters and IP agreements in place, and making informal equity promises without documentation. Blake and Ryan explain why these issues are the number one thing that surfaces in investor and acquirer diligence — and why cleaning them up gets exponentially harder the longer you wait.

They also get into the nuances that make CPG uniquely complex: hourly vs. salaried employees, field reps vs. office staff, co-manufacturer relationships, and why co-founder vesting looks very different in CPG than in tech. Blake and Ryan walk through how to structure equity grants using performance-based and time-based vesting schedules, what acceleration clauses mean at exit, and what to say — and not say — when you have to let someone go.

Whether you're hiring your first employee, bringing on a co-founder, or getting ready to raise a round, this episode is the legal foundation you didn't know you needed.

Listen in as they discuss:

• Why informal equity promises and napkin agreements can resurface at the worst possible moment — decades later
• The real risks of misclassifying employees as independent contractors, and why it's the #1 thing acquirers look for in diligence
• The essential documents every early-stage brand should have in place: offer letters, IP/NDA agreements, equity plans, and employee handbooks
• Why CPG companies face unique employment complexity — hourly vs. salaried, field reps, contract manufacturers, and more
• How vesting schedules work — and when to use performance-based vs. time-based structures
• The co-founder vesting conversation: why it's different in CPG, and why you still need to have it
• What to do (and what not to do) when you have to terminate an employee — and why a separation agreement is a powerful cleanup tool
• How to audit your employment practices before a fundraise or acquisition so you're not scrambling at the last minute
• Why using AI or generic templates for employment documents is a false economy — and what it actually costs to fix them later

Episode Links:

Blake Horn – Partner, Giannuzzi Lewendon
LinkedIn: https://www.linkedin.com/in/blake-horn-45034020/

Ryan Hall – Partner, Giannuzzi Lewendon
LinkedIn: https://www.linkedin.com/in/ryan-hall-3517344/

Giannuzzi Lewendon
Company LinkedIn: https://www.linkedin.com/company/giannuzzi-lewendon-llp/
Website: https://gllaw.us/ or email either of them at [email protected] and [email protected].

Don't forget to leave a five-star review on Apple Podcasts or Spotify if you enjoyed this episode. For potential sponsorship opportunities or to join the Startup CPG community, visit http://www.startupcpg.com.

Show Links:

• Transcripts of each episode are available on the Transistor platform that hosts our podcast here (click on the episode and toggle to “Transcript” at the top)
• Join the Startup CPG Slack community (35K+ members and growing!)
• Follow @startupcpg
• Visit host Daniel's Linkedin 
• Questions or comments about the episode? Email Daniel at [email protected]
• Episode music by Super Fantastics
  
  

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