Minority Investment with Path to Control for Roll-Up Platform

I’m exploring a minority investment (approx###-###-#### %) in an IT MSP that would be a platform for a potential roll-up. The founders don’t want to sell 100% yet. 2 out of the 3 founders are willing to stay on, help operationally, and transition control over time. They want to ensure the customers are looked after and are willing to help in the execution of the roll-up. I’d be operating in the business alongside them and have a different skillset that can help growth of the existing business. I’m looking for advice from anyone who’s done something similar on: • Best ways to structure a clear path to control (options, staged buyouts, earn-outs, etc.) • Governance that protects a minority investor without creating blockers • How to ensure the structure doesn’t prevent future equity raises or new investors coming in cleanly • Common pitfalls or clauses that caused problems later Key question I’m thinking through: 1. Ownership & Governance • How have people structured boards, veto rights, and reserved matters to: - Protect the minority investor - Avoid operational gridlock 2. Path to Control • Call options vs staged buyouts vs performance-based triggers • Fixed pricing agreed upfront vs future valuation formulas 3. Future Capital Raises One of my biggest concerns is ensuring the structure does not block future equity raises. • How have people ensured: - New investors can come in cleanly - No single shareholder has de facto veto power over fundraising 4. Roll-Up Execution & Decision Rights • Decision-making authority on: Capital allocation, M&A approvals, Hiring / senior leadership