If you are an early-stage company or entrepreneur, we help you navigate the various stages of growth, from conceptualization and entity formation to financing and beyond. Our lawyers combine experience with creativity and pragmatism to address the important issues at the right times, without losing sight of the forest for the trees (or your business objectives).
We advise founders regarding a wide range of early-stage issues:
- Business formation
- Founders’ agreements, shareholders’ agreements, and limited liability company agreements
- Planning and structuring for capital raises (including seed, angel, and venture capital financings involving convertible debt, preferred and common equity, and other vehicles such as the simple agreement for future equity or “SAFE”)
- Offering documentation (including investment term sheets, private placement memoranda, subscription agreements, and other offering materials)
- Right-of-first-refusal, co-sale agreements, and voting agreements
- Governing boards and advisory committees
- Protection of intellectual property
- Employment agreements for key employees
- Confidentiality and invention agreements for employees and independent contractors
- Equity incentive programs for key directors (or managers), employees, and independent contractors
- Tax planning (including with respect to Code Section 1202 stock)
- Intellectual property: One of the most important tasks for an early-stage company is to protect its intellectual property. Our intellectual property lawyers have extensive experience with copyright, patent, and trademark protection, licensing, and other intellectual property-related matters.
We represent venture capital funds with respect to formation and operation, including:
- Planning and structuring (including preferred returns, carry terms, management fees, and clawbacks)
- Organizational documentation
- Offering documentation (including private placement memoranda, subscription agreements, side letter agreements, and other offering materials)
- Administration and regulatory compliance (including with respect to the Investment Company Act, the Investment Advisers Act, and other federal and state securities laws)
We also assist angel investors, family offices, foundations, and high-net worth individuals to assess, negotiate, and document venture capital investments. Among other things, we counsel investors on market trends and have developed methods for efficiently analyzing potential investment opportunities.