What Is a Good Leaver and Bad Leaver Clause and Why Does It Matter for My Executive Team? Your Vice President of Engineering has been with the company for three years. She helped build the first version of the product, hired key members of the team, and played a major role in getting the business […]
How Much Dilution Will a Bridge Round Add Before My Next Raise? Your runway is down to eight months. The company is growing, but not quite fast enough to hit the metrics investors expect for a Series A. Existing investors still believe in the business and offer to provide additional capital through a bridge round.
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What Are Cumulative Dividends on Preferred Stock and Why Do They Show Up at Exit? You close your Series A financing. The term sheet includes a provision granting investors an 8 percent cumulative dividend on their preferred stock. Your lawyer notes that the clause occasionally appears in venture financings, the round is competitive, and everyone
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What Is a Voting Agreement, and What Control Does It Give My Investors? You close your Series A financing. The cap table shows that you still own a majority of the company. On paper, nothing seems alarming. You remain the largest shareholder, and assume that means you retain control over major decisions. Then a disagreement
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What Is a Subscription Agreement and What Am I Actually Signing When My Round Closes? Your Series A is finally ready to close. The lead investor has signed. The legal documents are circulating. Your counsel sends over something called a subscription agreement and describes it as a routine closing document. It is only a few
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What Is the Foreign Corrupt Practices Act and Can My Startup Be Held Liable? Your startup is expanding internationally. A distributor introduces you to a local consultant who claims he can help secure licenses faster. A government permit that should take months can supposedly be approved in a few weeks. The consultant suggests a small
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What Happens to My SAFE When a Priced Round Closes? You raised money through a Simple Agreement for Future Equity (SAFE) because it was fast, inexpensive, and avoided lengthy negotiations over valuation. Now a lead investor is proposing a priced round. Everyone around the table seems focused on valuation, board seats, liquidation preferences, and the
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What Are Representations and Warranties in an Acquisition Agreement and What Happens If I Get Them Wrong? You have negotiated the purchase price. The Letter of Intent (LOI) is signed. Due diligence is moving forward. Everyone is talking about closing dates and transaction logistics. Then the acquisition agreement arrives. It is dozens of pages long
Explore how outsourced general counsel services provide cost-effective legal support for scaling startups without hiring full-time in-house attorneys.
Outsourced General Counsel: Scalable Legal Support for Growing Startups Read More »
What Is a Management Carve-Out Plan and When Should I Consider One Before an Acquisition? Your company is negotiating an acquisition. The headline purchase price looks strong. Investors seem happy. Advisors are talking about closing timelines and integration plans. Then someone models the distribution waterfall. Suddenly, a surprising problem appears. After liquidation preferences, preferred stock
What Is A Capital Call and What Happens If I Cannot Fund It? You commit $250,000 to a venture fund. At the time, you do not transfer the entire amount. Instead, you sign the paperwork, complete the subscription process, and assume the money will be needed at some point in the future. Six months later,
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What Is a Board Observer Seat and What Rights Does It Give My Investor? Your lead investor sends over a term sheet and asks for a board observer seat. At first glance, it sounds like a compromise. They are not asking for a board seat. They are not asking for voting power. They are simply
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How Do Transfer Pricing Rules Affect My Startup’s International Subsidiary? Your startup opens a subsidiary in Ireland to support European customers. Or perhaps you establish a Canadian entity to hire engineers and expand your development team. At first, the structure seems straightforward. The US parent company pays for certain services. The foreign subsidiary receives support,
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What Should My Startup’s First Employment Agreement Include Before I Hire Anyone? You found someone who wants to join your startup. They are excited. You are excited. You want to move fast and not kill the momentum with paperwork. So you send a quick offer letter and assume it covers you. It almost certainly does not. The moment someone
What Should My Startup’s First Employment Agreement Include Before I Hire Anyone? Read More »
Does My Startup Need a Privacy Policy and What Are the Risks of Not Having One? You launched. You have users. You are collecting emails, maybe phone numbers, maybe payment data. And someone just asked you: “Where is your privacy policy?” You do not have one. That moment is more expensive than it looks. A missing privacy policy is
Does My Startup Need a Privacy Policy and What Are the Risks of Not Having One? Read More »
What Are the 2026 Changes to Carried Interest Taxation and How Do They Affect My Investors? Your investors are watching the carried interest debate closely. You should be too. How it resolves affects what terms they push into your deal and how motivated your backers are to exit fast. Carried interest is the share of
When Does My Startup’s Acquisition Require an HSR Antitrust Filing? You got the term sheet. The acquirer is serious. Then your counsel mentions an HSR filing and a 30-day waiting period. Do you actually need that? And what happens if you skip it? The Hart-Scott-Rodino (HSR) Act requires parties to certain mergers and acquisitions to notify the
When Does My Startup’s Acquisition Require an HSR Antitrust Filing? Read More »
Claim R&D tax credits for startups and cut your innovation costs. Learn how San Francisco companies maximize savings and growth.
R&D Tax Credits Startups: How to Maximize Innovation Savings Read More »
When Do I Need Outsourced General Counsel and What Does That Relationship Actually Look Like? In the earliest stages of a startup, legal needs tend to be transactional. You form the company, raise a financing round, negotiate a customer agreement, or hire a key employee. When an issue comes up, you call a lawyer, get the matter
What Is a Liquidation Waterfall and How Do I Model My Return as an Early Investor? Many startup investors assume that calculating their return is simple: take their ownership percentage and multiply it by the acquisition price. In practice, it rarely works that way. When a startup is acquired, merged, or otherwise exits, the proceeds are
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