Venture lawyer and Fenix Law founder Nariman Isanov works with technology companies, startups and investors. In an interview with RAEM.KZ, he explained why verbal agreements between founders become a problem when money arrives, what investors check before a deal and why a technology business needs a legal framework.
It starts simply: one person conceives a product and another agrees to write the code. With no money at the outset, the developer is promised 20–30% of the future company.
They sign no documents. Why bother when they have known each other for years, trust one another and feel certain they can agree on everything?
Then the first serious investor arrives, and the old promises suddenly sound different. The founder offers the developer a salary and asks them to reduce their equity a little. Then a little more.
While the company was worth nothing, the friends divided it easily. Once the startup had a price, they discovered that each remembered the agreement differently.
Nariman Isanov says such stories occur regularly in Kazakhstan.
“When money appears, people’s attitudes change. Even if it is your brother, relative or childhood friend, founders’ relationships should be documented in advance,” he says.
In recent years, Isanov has reviewed the legal arrangements of more than 100 startups. Many entrepreneurs arrive with one question: “Can you check whether everything is actually in order?”
Often they have no idea where their company’s weakness lies.
First He Wrote the Market’s Rules, Then He Began Working With Startups
Nariman Isanov has worked in law for more than ten years. He began his career at the Ministry of Justice in 2014, working on international treaties among other matters.
In 2021, he moved to the Ministry of Digital Development, drafting regulations, working on technology-market rules and addressing innovative companies’ problems.
He later worked at QazInnovations and served as a national expert on an OSCE cybersecurity project.
In public service, he saw how market rules emerge: agencies collect problems, prepare amendments, comparative tables and justifications, and proposals then take a long path towards becoming law.
From inside government, however, the challenges of an individual company are not always visible.
“I understood how technology-market regulation was formed. Then I decided to move from public service into business and become a link between legislation and technology companies,” Nariman explains.
In 2025, he launched Fenix Law, a specialist legal practice for technology companies, startups and investors. It handles corporate and investment structures, venture deals, intellectual property, digital products, international structuring and regulatory matters. More at fenixlaw.org.
No Clients for the First Two Months
Leaving government to start his own business proved difficult.
Public service is predictable: a position, salary and working procedures. In your own business, nobody guarantees that companies will pay for a new service.
Nariman knew technology regulation well, but was unsure whether startups needed a dedicated venture-deal lawyer.
So he followed the same path as startup founders: researching the market, talking to potential clients, publishing analyses and testing demand.
Fenix Law signed no contracts in its first two months. There were many enquiries and entrepreneurs were interested, but none led to payment.
“I was a new player. People did not yet understand exactly how I could help or whether they could trust me. I had to demonstrate what I could do and how I worked,” Isanov recalls.
He was later invited to advise Astana Hub programme participants. There he began working regularly with early-stage companies, from idea-only projects to startups preparing to raise investment.
Across all cohorts, more than 100 teams have now passed through his screening.
Fenix Law now works beyond early-stage startups. It supports established technology companies and investors, corporate structuring and investment deals, AIFC projects, digital platforms’ legal frameworks and technology-industry regulatory initiatives. On some projects, the firm effectively serves as the company’s external legal department.
Startups Often Bring the Wrong Problem
Entrepreneurs usually approach a lawyer with a specific request: draft a contract, prepare a privacy policy or formalise an employee’s appointment.
Fenix Law decided not to begin with an isolated document.
“Writing a contract without understanding the company is pointless. First, you need to understand how the whole business operates, what processes it has and how they work,” Nariman says.
He first examines the company’s structure:
- how many founders it has;
- who owns the equity;
- whether agreements between partners are documented;
- who owns the code;
- whether product rights have been assigned to the company;
- how developers and contractors are engaged;
- what user data is collected;
- whether terms of use and a privacy policy exist;
- whether a co-founder can block a decision;
- whether the business is subject to special regulation;
- whether the company is ready for an investor’s review.
This review often reveals that the client’s original request is far from the main problem.
An entrepreneur arrives for one contract and discovers that the developer owns the code, equity exists only verbally, and a departed partner still controls a third of the company.
The Founder Left, but the Equity Remained
Lawyers call this “dead equity.”
Suppose three people launch a startup and divide it equally. A year later, one loses interest, stops working and joins another project.
They no longer help the company, miss meetings and ignore messages. Legally, however, their equity has not disappeared.
The remaining founders develop the product, find customers and prepare for investment. Their former partner still owns a stake, votes on important matters and can block decisions.
To avoid this, a co-founders’ agreement should specify in advance how someone leaves and what happens to their stake. The company or other partners might, for example, receive a right to buy it back.
It is better to agree at the outset, even though that is precisely when such a conflict seems impossible.
“Everyone is usually inspired. They are certain their startup is about to conquer the market. Nobody wants to discuss departure, conflict or failure. But that is exactly when you need to agree,” Isanov explains.
Why a 50–50 Split Can Bring a Company to a Halt
Another common arrangement gives two founders 50% each.
It looks fair: one handles the product, the other sales and investment. Both feel like equal partners.
Problems arise when the partners cannot agree.
Perhaps the CEO wants to enter the Middle East while the technical co-founder insists on the US. Or an investor requests an employee option pool, but one partner refuses dilution.
Without an agreed dispute-resolution mechanism, the company can stall. Neither side has a majority, making progress impossible.
This creates a management deadlock.
It is especially dangerous before an investment deal. An investor is ready to commit, but a co-founder can block the round.
A 50–50 split is not inherently a mistake. Risk arises when no deadlock mechanism is defined: which decisions require both founders’ consent, how a conflict escalates and what happens if agreement remains impossible.
Investors Check More Than the Product and Revenue
Founders often assume investors care primarily about the idea, market size, team and revenue.
Those all matter. But a serious deal also involves due diligence: a legal and financial examination of the company.
Its depth depends on the investor. A private business angel may accept basic answers. A fund or major investment company will examine the business much more closely.
An investor will investigate:
- who owns the company;
- whether equity is properly documented;
- whether a partner can block the deal;
- who owns the product;
- whether developers assigned code rights;
- whether employees or contractors have claims;
- whether user data is collected legally;
- whether contracts reflect how the product actually works;
- whether regulatory risks exist.
The purpose of legal due diligence is not to create the longest possible list of observations. It is to identify risks that could affect the investment decision, valuation, deal structure or closing conditions.
In one case, Nariman conducted a full company review before an investment deal, examining corporate structure, product rights, internal agreements and legal compliance.
“A small investor might agree if the founder still owns the code and promises to transfer it to the company. A large investor will say: bring all rights into the company first, then we can talk again,” the lawyer explains.
A good product and investor interest therefore do not guarantee a deal. Documents the team has postponed from the start can put it on hold.
A Developer Wrote the Code. Does the Company Own It?
Not necessarily.
Co-founders, employees, freelancers and external studios work on a product. If contracts are drafted incorrectly, rights to code or design may never transfer to the company.
An investor needs a clear chain of title, from the person who wrote the code or created the design to the company receiving the investment.
If part of the product belongs to a founder, contractor or former developer, the question becomes: what exactly is the investor buying?
There is another layer: open-source libraries, ready-made components and GitHub code. Modern products are rarely written entirely from scratch, so saying “this code is ours” is insufficient. The team needs to know what it used, under which licences and who owns the resulting product rights.
The worst scenario is a key programmer leaving when the contract says nothing about ownership of the code, documentation and other materials.
Why an AI Document Cannot Replace Understanding the Product
ChatGPT can produce terms of use or a privacy policy in minutes: ask it to write a standard document for a website or app.
The resulting text may have no connection to how the product actually operates.
The policy lists one set of data while the service collects another. The agreement describes a feature absent from the app. Users are promised one thing while the product does something else.
The documents formally exist, but fail to describe the service and may offer no help in a dispute.
“Kazakhstani companies often download or generate documents merely to tick a box. Privacy policies and terms of use must describe how the product actually works. Companies themselves need this protection against potential claims,” Nariman says.
If a user pays for a promised feature and does not receive it, they may demand a refund or sue. A company collecting personal data must clearly explain what information it receives and how it uses it.
AI projects face additional questions. What data does the model receive? Is it used for training? Does the model make decisions for people? Who is responsible for an incorrect recommendation?
A template cannot answer these questions if its author has not understood the product.
Why Startups Choose the AIFC
Startups often choose the Astana International Financial Centre’s jurisdiction for venture deals.
Nariman says the AIFC legal system supports corporate tools familiar to international venture markets: different share rights, shareholder agreements, options and vesting arrangements, and minority-investor protection mechanisms.
Similar conditions can also be established under Kazakhstan’s ordinary jurisdiction, but sometimes require more procedures and separate agreements.
The AIFC Court is separate from Kazakhstan’s judicial system, and its procedures draw on English common-law principles familiar to many international investors. More about the AIFC Court.
Registering in the AIFC alone will not solve a company’s problems. A new jurisdiction cannot itself fix unassigned product rights, missing founders’ agreements or documents that do not reflect the business.
Now He Is Launching a Technology Product Himself
Fenix Law is preparing to launch Fenix Smart Legal Screening, an automated initial legal-screening system for technology companies. More at Fenix Screening on Instagram.
A company undergoes structured diagnostics covering corporate structure, founders’ relationships, product rights, team, contracts, data and regulatory issues. The system produces a map of potential risks and priorities: what needs attention and what should be checked or corrected first.
“We are not trying to replace a lawyer with an algorithm. The idea is to use technology for initial diagnostics and concentrate professional work where legal expertise and a structured solution are really needed,” Nariman says.
The system incorporates the lawyers’ own methodology and problems Fenix Law most frequently identified in client companies.
There has been no public launch. The product is in closed testing. Isanov says ten founders have already tried it.
The lawyer who advised technology companies has now become a technology-product founder himself. He too must test demand, gather feedback and refine the solution.
At least he is unlikely to forget the co-founders’ agreement.
What to Check Before Speaking to an Investor
Before approaching an investor, founders should answer these questions:
- Are each co-founder’s stake and responsibilities documented?
- What happens to the stake of someone who stops working?
- Who makes the final decision in a conflict?
- Who legally owns the code, design and other product components?
- Have employees and contractors assigned rights to the company?
- Do user-facing documents reflect how the service actually operates?
- Do users understand what data is collected?
- Can a partner block an investment deal?
- Which legal entity owns the key assets?
- What would an investor find if full due diligence started tomorrow?
At the beginning, legal documents almost always sit at the bottom of the to-do list. The priorities are building a product, finding a customer and earning the first money.
But the more successful the company becomes, the more expensive its old verbal agreements become.
Trust is easier when there is nothing to divide. The real test of relationships begins when money enters the company.
