Legal Overview
Reviewed: 2026-07-22 · Canon: generation 8, effective 2026-07-21 Status: founder review. Delaware C-Corp conversion complete (May 2026); three-founder re-papering counsel-tracked. Signed copies are available on request through diligence access; this page states execution only where the document is on file.
0. Outside legal counsel
Jason Acevedo, Klehr Harrison, is outside counsel for Rōvn, Inc. Formation, financing, commercial, privacy, BAA, and IP work runs through counsel before signing. Every legal position in this room is a recommended default pending counsel review, never settled advice.
1. Entity
| Item | Value |
|---|---|
| Legal name | Rōvn, Inc. |
| Entity type | C-Corporation |
| State of formation | Delaware |
| Governing law | Delaware General Corporation Law |
| Formation (C-Corp) | Certificate of Incorporation effective May 2026 |
| Headquarters | Atlanta, Georgia |
| EIN | Confirmed under Rōvn, Inc.; provided on request through diligence access |
| Registered agents | Available on request through diligence access |
| Georgia foreign qualification | Counsel-tracked |
| Predecessor entity | Rovn LLC (Georgia, formed 2025), converted to Rōvn, Inc. in May 2026; the former LLC EIN is retired |
2. Ownership and voting
Counsel is papering the three-founder structure: 30/30/30 across the founders with a 10 percent option pool.
| Holder | Shares | Ownership | Vote |
|---|---|---|---|
| Giles-Evan Mboumi (CEO) | 3,000,000 | 30.0% | 1 vote per share |
| Christian Montgomery (COO) | 3,000,000 | 30.0% | 1 vote per share |
| Abhishek Jha (CTO) | 3,000,000 | 30.0% | 1 vote per share |
| Option pool (includes the departed early co-founder's returned allocation) | 1,000,000 | 10.0% | Unissued |
| Total | 10,000,000 | 100.0% |
One vote per common share; no super-voting class at this stage. Founder vesting: 4-year monthly with a 1-year cliff, vesting credit preserved from the original LLC effective date.
Co-founder departure: a fourth early co-founder stepped away for family reasons. Nothing had vested; that allocation returned to the option pool, not to the founders. Counsel is papering the three-founder structure, and the re-papered documents are counsel-tracked and not yet fully executed. Rōvn has three founders: Giles-Evan Mboumi (CEO), Christian Montgomery (COO), Abhishek Jha (CTO).
3. IP assignment
All founder-created and contractor-created IP relating to the Rōvn platform is assigned to Rōvn, Inc. under counsel-tracked agreements:
| Party | Assignment status |
|---|---|
| Giles-Evan Mboumi | IP assignment under Rōvn, Inc.; LLC-era IP assigned via the conversion (counsel-tracked) |
| Christian Montgomery | Same |
| Abhishek Jha | Same |
| Departed co-founder | Counsel to confirm LLC-era IP assignment survives departure and that the conversion papers capture all prior contributions |
| Contractors and other contributors | Standard IP assignment in the contractor agreement template (08.4), executed per engagement |
Counsel's operating rule, recorded in the company decision log: prior-invention schedules exclude as little as possible and nothing related to the business, because business-related IP exclusions are what derail financings. This is a procurement-critical and diligence-critical item, and completeness is confirmed by counsel, not asserted here.
4. Trademark and brand
| Asset | Status |
|---|---|
| Wordmark Rōvn | Filing status under counsel review; any LLC-era filings to be assigned to Rōvn, Inc. |
| Brand identity (teal-700 #0E8A8A; Fraunces, Inter, JetBrains Mono) | Documented in the design system; not separately filed |
5. Customer agreement templates
The template set lives in this section of the room and is maintained under outside counsel. Every template carries a draft banner and is not executed as published:
- MSA template (08.8): services scope, fees, term, data ownership, indemnity caps, Delaware law
- BAA template (08.9): PHI handling, sub-processor flow-down, breach notification, audit rights
- DPA template (08.7): non-PHI personal data processing; BAA controls for PHI
- Worker Terms of Service (08.5) and Privacy Policy (08.6): worker data control, consent-gated access, portability, deletion rights
6. Insurance
| Policy | Status |
|---|---|
| General liability | Counsel-tracked re-issuance under Rōvn, Inc. |
| Professional liability / E&O | Available on request through diligence access |
| Cyber liability | Required before the first paying customer; scoping under review |
| D&O | Scoped at seed close for institutional leads |
7. Compliance posture (legal-adjacent)
| Area | Status |
|---|---|
| HIPAA | HIPAA-aligned, BAA available; vendor BAAs gated before real PHI (06.2, 06.4) |
| SOC 2 Type II | Program in progress; observation window opening Q3 2026, report target Q3 2027 (06.3). Not certified |
| State privacy (CCPA and state rights) | Worker-controlled data model with export and deletion rights in the design |
| FCRA | Whether any Rōvn workflow makes it a consumer reporting agency is a counsel determination; adverse-action design follows that determination |
| Employment agency / Title VII | See section 8 below |
8. Employment agency law and Title VII, the corrected premise
This is stated in full because getting it half-right is the dangerous version:
- "No placement fee" defeats the state employment-agency licensing theory. Most state statutes are fee-gated, and Rōvn charges workers nothing and takes no placement, commission, success, or finder fee, ever.
- "No placement fee" is legally irrelevant to the Title VII theory. Section 701(c) has no fee element; a free employment agency is still an employment agency under Title VII.
- The Title VII theory is answered by a different stack: explicit worker opt-in before any agent-initiated contact, a protected-class allow-list enforced at the schema layer, human-authored job-relevant requirements only, a four-fifths-rule bias audit run and published before any ranking or agent-contact surface ships, and a human decision on every contact.
Agent-initiated opportunity contact does not ship until a written Title VII section 701(c) opinion from outside counsel, the schema-layer allow-list, and the published bias audit are all in place. Every position here is a recommended default pending counsel.
9. Disputes and litigation
| Item | Status |
|---|---|
| Active litigation | None |
| Threatened litigation | None |
| Past settled disputes | None |
| Cease-and-desist sent or received | None |
Founder confirmation on request through diligence access.
10. Vendor contracts
The authoritative vendor agreement register is maintained with counsel and shared through diligence access. Two register rules govern what this room says:
- Execution is asserted only with the signed document on file, re-papered under Rōvn, Inc. where the original predates the conversion.
- The infrastructure spine has transitioned to Google Cloud; AWS-era vendor statements in dated room documents are historical snapshots, and the register reflects the current stack.
11. Conversion tax posture
The LLC-to-C-Corp conversion was executed in May 2026. The executed mechanic and its documentation are counsel-tracked (counsel plus tax advisor). The candidate mechanics, for diligence context:
| Mechanic | Federal tax treatment | Practical notes |
|---|---|---|
| Statutory conversion (DGCL §265) | Generally tax-deferred under IRC §351 | Single state filing; clean transfer of contracts |
| Form 8832 election | LLC taxed as C-Corp federally, then state-level conversion | Retains EIN under federal continuation |
| F-reorganization | Tax-free under IRC §368(a)(1)(F), mere change in form | Cleanest IRS posture where available |
Founder QSBS (IRC §1202) holding periods start at C-Corp stock issuance, not LLC formation; the five-year clock begins May 2026. Section 83(b) elections carry a 30-day window from stock issuance and are tracked with counsel.
12. Open legal items
- Bylaws and Stockholders Agreement adoption (templates at 08.1, 08.2)
- Three Founder Stock Purchase Agreements and three 83(b) elections (30-day windows, counsel-tracked)
- Three re-executed IP Assignment Agreements under Rōvn, Inc.
- Departed co-founder reallocation papers and IP-assignment confirmation via counsel
- Georgia foreign qualification
- FinCEN beneficial ownership filing
- Trademark filings and assignment of any LLC-era records
- Counsel-final customer templates (MSA, BAA, DPA, worker ToS, privacy policy)
- Insurance re-issuance; cyber policy before the first paying customer
- Vendor agreement re-papering under Rōvn, Inc. for the current Google Cloud stack
End of legal overview.