Deal StructureLegal
Call Option (Rollover)
Also known as: buyer call right, forced repurchase right, redemption call
The buyer's contractual right to force the founder to sell their rollover shares back, at a defined price, time, or trigger. The mirror image of the founder's put — and where it cuts against the seller, since the buyer can call the equity away (often at a formula price) on its own terms.
WHY IT MATTERS
Rollover equity usually carries options in both directions. A put gives the founder the right to force the buyer to buy their shares — a liquidity path the seller wants. A call gives the buyer the right to force the founder to sell — and that one favors the buyer.
Call options are frequently tied to the founder leaving: resign, get terminated, or hit a bad-leaver event, and the buyer can repurchase the rollover, often at the lower of cost or a formula value rather than fair market value. Combined with a weak or absent put, a call leaves the founder in the worst position — unable to cash out when they want, but forced to cash out cheaply when the buyer wants. The negotiation is about the trigger and the price: founders should resist calls priced below fair value, narrow the triggers, and pair any call with a matching put so liquidity isn't entirely on the buyer's terms.