This is a tough question to answer based on these facts.
But my first question is this: you "incorporated the company in late January." Ok, but what did you and she actually sign? That could make this a very easy situation or a very hard situation.
Over the past few years, mass arbitrations have become an imperfect way for consumers to get relief where there is an arbitration provision with a class action waiver.
Unfortunately, you'll see in the Hulu agreement (as well as in other standard user agreements, e.g. DoorDash), that companies (and their lawyers) have gotten creative in figuring out ways to avoid even mass arbitrations.
In the case of Hulu, you cannot even file an arbitration until you: (1) send a written notice of dispute; and (2) have an individual one-on-one call or teleconference. You can hire a lawyer, but you have to personally participate in the teleconference.
What is the point of this? The CEO of Hulu doesn't have to participate. They'll just send some rando in-house counsel or paralegal. The only purpose here is to make it as painful as possible to file a claim.
What type of co-founder agreement is this? I'm at a bit of loss as to what he, as CEO, is really contributing here. But that aside, it's completely unclear what the terms are.
If you have an draft, I'm happy to take a quick look. Lots of experience with these things.
Have you practiced with anyone you trust and respect? Self-assessment in interviewing skills is really difficult. You need feedback about how you are actually coming off.
Oh, and think about recording yourself practice interviewing.
I wouldn't say the complications themselves are intentional. But take a look at a typical Series A. There are 5 core documents. Dozens and dozens of pages of legalese. I'm a lawyer and understand them. But most founders don't.
What's interesting is that virtually every word in those docs is there to protect the investors, most at the expense of the founders and other existing shareholders.
Ok, so maybe that sounds obvious. Why would it be otherwise?
Well, take a look at the initial docs when a company is founded. The "market" is for those docs to be as simple as humanly possible. A certificate of incorporation is a page or so. No protections at all for the founders in there, most often.
But when you bring in investors, the market is to lard up that same document with investor protections and no protections for founders.
That's how founders get screwed. It's not that the complications are there to screw founders. It's that the standard forms are built with one party's interests in mind.
What type of startup are you running? Is this a SaaS product?
As someone who does a lot of startup contracting (focusing on SaaS, but not exclusively at all), this is a bit surprising. Most of my clients use their own paper most of the time. Large customers typically push their own paper. Smaller customers don't.
Candidly, getting an explanation of the terms in a customer's version of a contract is insufficient. It's not just about what's there - it's equally important what's NOT there.
I work with quite a few company with dual class voting common shares. I will never understand the notion of not implementing that at incorporation if you want it. Will you have the leverage to get a VC to agree to let you keep it? Maybe, maybe not. But the worst that happens is you get rid of it, which is virtually costless.
Honestly, implementing a 10M share one class common company just to make a VC happy sends horrible signals for negotiating with investors. It shows that you are happy to pre-negotiate against yourself from the get go just to look VC friendly. If you cared about retaining control, why would you do that?
But my first question is this: you "incorporated the company in late January." Ok, but what did you and she actually sign? That could make this a very easy situation or a very hard situation.