# Sell, don't issue: what changed in v1.1.0, sgit.ai > The changes to the article "Sell, don't issue" in v1.1.0, paragraph by paragraph. *Source: · sgit.ai v0.7.87 · this file is generated from the same content as the page, so the two cannot drift. Every page on this site has a `.md` twin; internal links below point at them.* --- [Home](../../../index.md) / [Articles](../../index.md) / [Sell, don't issue](../../sell-dont-issue.md) / [Versions](../sell-dont-issue.md) / v1.1.0 # 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. [all versions](../sell-dont-issue.md) 3 unchanged paragraphs !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](https://open-source.sgit.ai/founders/index.html#cost), 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](../../the-fork-next-door.md) 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](https://www.gov.uk/government/publications/reform-of-non-compete-clauses-in-employment-contracts-working-paper/working-paper-on-options-for-reform-of-non-compete-clauses-in-employment-contracts), 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](https://wsgr.com/en/insights/california-extends-prohibition-on-noncompete-agreements.html), 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](https://www.gov.uk/business-asset-disposal-relief), [capital gains tax rates](https://www.gov.uk/capital-gains-tax/rates) and [venture capital schemes](https://www.gov.uk/guidance/venture-capital-schemes-tax-relief-for-investors); HMRC manuals [ERSM80030](https://www.gov.uk/hmrc-internal-manuals/employment-related-securities/ersm80030) and [CTM15520](https://www.gov.uk/hmrc-internal-manuals/company-taxation-manual/ctm15520); Deloitte, [EIS and Seed EIS](https://taxscape.deloitte.com/article/eis-and-seed-eis.aspx); Penningtons Manches Cooper, [EIS checklist](https://www.penningtonslaw.com/insights/enterprise-investment-scheme-checklist-or-why-you-wont-qualify-for-eis-relief/). Secondaries: Balderton, [The liquidity gap, part I](https://www.balderton.com/resources/part-i-the-european-venture-liquidity-gap-why-it-matters-and-how-to-fix-it/); Angel Backed, [Secondary sale](https://www.angelbacked.co/glossary/secondary-sale), July 2026; EY India, [Rethinking secondary transaction discounts](https://www.ey.com/en_in/insights/strategy-transactions/rethinking-secondary-transaction-discounts-in-indian-start-ups). Law: Flick Gocke Schaumburg, [ECJ confirms subordination of shareholder loans](https://www.fgs.de/en/news-and-insights/blog/detail/ecj-confirms-subordination-of-shareholder-loans-in-german-insolvency-proceedings-choice-of-law-in-loan-agreements-has-no-effect), 24 March 2026. Research: Kaplan and Strömberg, [Financial Contracting Theory Meets the Real World](https://www.nber.org/papers/w7660), NBER working paper 2000, Review of Economic Studies 2003; Startup Genome, [Report Extra on Premature Scaling](https://s3.amazonaws.com/startupcompass-public/StartupGenomeReport2_Why_Startups_Fail_v2.pdf), 2011. Open source: [open-source.sgit.ai](https://open-source.sgit.ai/index.html), [the position](https://open-source.sgit.ai/views/index.html), [for founders](https://open-source.sgit.ai/founders/index.html) and [survivability](https://open-source.sgit.ai/survivability/index.html). Non-competes: NVCA, [model legal documents](https://nvca.org/model-legal-documents/), October 2025; Slaughter and May, [The BVCA's new model documents](https://www.slaughterandmay.com/insights/importedcontent/the-bvca-s-new-standard-form-model-documents-10-key-takeaways-for-growth-companies-and-investors/); Department for Business and Trade, [working paper on non-compete clauses](https://www.gov.uk/government/publications/reform-of-non-compete-clauses-in-employment-contracts-working-paper/working-paper-on-options-for-reform-of-non-compete-clauses-in-employment-contracts), November 2025; Wilson Sonsini, [California extends prohibition on noncompete agreements](https://wsgr.com/en/insights/california-extends-prohibition-on-noncompete-agreements.html). Read on 16 October 2026. [all versions](../sell-dont-issue.md) --- *[Site index for agents](../../../llms.txt) · [HTML version](https://newsroom.sgit.ai/articles/versions/sell-dont-issue/v1.1.0.html)*