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Sell, don't issue: what changed in v1.1.0
From v1.0.0 (2026-10-16, 94931f47c) to v1.1.0 (2026-10-16, ebc03336e), paragraph by paragraph.
3 paragraphs added, 0 removed, 3 changed in place, 68 unchanged. About 280 words added and 0 removed. Insertions are marked like this, deletions like this; unchanged runs are folded to one line; figures appear as their file names.
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!trail founders-and-forks
8 unchanged paragraphs, under In short {#in-short}
• Refuse a broad non-compete. It keeps the fork for the investors and takes it away from the founder.
20 unchanged paragraphs, under The starting point: a founder who has already won {#start}, Sell, don't issue {#sell}, Lend, don't dilute {#lend}…
And the fork is weaker than it sounds for anyone. My own estimate, in notes for a founder facing exactly this fear, is that an established company of a few hundred people, holding a full copy of the code, needs three months at best and closer to a year realistically to reach where the original team already is. The same notes warn that it protects far less against a funded competitor that already has the team. That cuts both ways, and it is the honest version of the claim: the fork disciplines the founder because it is possible, and protects the founder because it is slow. Neither side has a stick big enough to bully the other, which is roughly where a good partnership should sit. The fork next door follows the same exit round all three corners: founders, customers and investors.
21 unchanged paragraphs, under A worked example {#example}, Why it could raise the odds {#odds}, What breaks {#breaks}
A broad non-compete closes the founder's exit. Investors usually ask for one. The NVCA's model investors' rights agreement has the company require "[and, to the extent legally permissible, non-competition and non-solicitation agreement]" from key employees, and the BVCA's 2023 model documents include founder restrictive covenants, where a breach can turn a good leaver into a bad leaver. In this model the fork protects both sides: the investors from a founder who goes wrong, and the founder from investors who take the company somewhere they will not follow. A broad non-compete keeps the first and removes the second. Refuse it, and offer narrow protections instead: confidentiality, no poaching of staff or customers for a period, and no use of the brand. The law will not do this for you. In the UK, the 2023 plan to cap non-competes at three months was never legislated, and a new consultation closed in February 2026 without a decision; and both rounds covered employment contracts, not covenants given as a shareholder or on the sale of shares, which courts treat more leniently. Even California, which voids almost every non-compete, makes an exception for the sale of a business.
4 unchanged paragraphs, under When it works and when it does not {#fit}
It fits badly where the company must spend heavily ahead of revenue, such as deep tech, hardware or a land grab against funded rivals; with UK angels whose economics depend on EIS; where the value is in proprietary code, because then there is no fork; with investors who insist on a broad non-compete, because then the fork only protects them; and with funds whose model depends on control rights.
12 unchanged paragraphs, under What this does not claim {#limits}, Where this comes from {#sources}
A voice memo of mine on 16 October 2026, drafted with an agent in a separate session and fact-checked and edited by this site's agent; the argument and the editorial responsibility are mine. Tax: gov.uk on Business Asset Disposal Relief, capital gains tax rates and venture capital schemes; HMRC manuals ERSM80030 and CTM15520; Deloitte, EIS and Seed EIS; Penningtons Manches Cooper, EIS checklist. Secondaries: Balderton, The liquidity gap, part I; Angel Backed, Secondary sale, July 2026; EY India, Rethinking secondary transaction discounts. Law: Flick Gocke Schaumburg, ECJ confirms subordination of shareholder loans, 24 March 2026. Research: Kaplan and Strömberg, Financial Contracting Theory Meets the Real World, NBER working paper 2000, Review of Economic Studies 2003; Startup Genome, Report Extra on Premature Scaling, 2011. Open source: open-source.sgit.ai, the position, for founders and survivability. Non-competes: NVCA, model legal documents, October 2025; Slaughter and May, The BVCA's new model documents; Department for Business and Trade, working paper on non-compete clauses, November 2025; Wilson Sonsini, California extends prohibition on noncompete agreements. Read on 16 October 2026.