Wow. The lawyering up stuff. It is so depressing that the US works like that. Anyway, as someone who fired himself from his own company twice, I would say that he might have a point. You don't lose your shares (if you do, then arrange that you don't) and he is just making things better. If you are (like I was on occasions) the wrong person for the job, he is just making solid management decisions. The paranoid and lawyer crap could be true but often isn't. So you need to find that out. Sounds like you need to move closer to your co-founder in the business or indeed leave and just enjoy your equity.