Founder Shares Internal Docs After Startup Asset Sale: Case Study in Governance

I co-founded Civil Maps, an HD mapping and autonomy startup. In 2022, the company’s core assets were sold to Luminar Technologies (NASDAQ: LAZR) in a ~$10M asset acquisition.

At the time, I was the largest common stockholder. I was asked to assign my proxy but declined—because I hadn’t received full disclosure of key terms, including valuation method, insider compensation, and board incentives. The transaction closed anyway.

I’ve now published the internal documentation to raise questions about how private companies handle governance and accountability during exit events:

Executed Asset Purchase Agreement + closing docs Waterfall model showing $0 to common stock $10 waiver of the Management Bonus Plan Release agreements and payments to board members Vote math showing potential conflicts in the approval Delaware §220 action to obtain further records SEC complaints around material omissions in buyer filings

Full archive here: https://sputtagunta.github.io/civilmaps-files/

Thought I would share it with fellow founders if there are any lessons to be learned.

How should boards structure incentives when common shareholders are unlikely to recover?

What constitutes a material omission during asset transfers and wind-downs?

When employment or payouts are tied to a vote, where do fiduciary duties draw the line?

These are recurring issues in private-company exits—especially in distressed or M&A-driven scenarios—and they deserve more scrutiny.

Happy to engage with anyone thinking deeply about founder responsibilities, governance best practices, and shareholder protections.