Legal Counsel Built forStartup Speed
Fundraising documents, cap table management, IP protection, and corporate governance for funded startups. Legal counsel that keeps pace with how startups actually operate.
Legal Challenges Funded Startups Face
Fundraising Documents
SAFEs, convertible notes, priced rounds, and investor rights agreements. Getting the terms right protects both founders and the company through future rounds.
Cap Table Management
Clean cap tables from day one. Tracking SAFEs, option grants, conversions, and dilution so there are no surprises when the next round arrives.
Board Governance
Board composition, meeting requirements, consent actions, and fiduciary duties. Governance that satisfies investors without paralyzing the company.
Contractor Agreements
Developer, designer, and advisor agreements with proper IP assignment and confidentiality clauses. Protecting ownership of what gets built.
IP Ownership
Assignment agreements, invention disclosures, and IP audits. Making sure the company actually owns everything investors think it owns.
Founder Protections
Vesting schedules, founder agreements, and protective provisions. Structuring equity so the founding team stays aligned and protected.
Early Legal Mistakes Compound
Startups move fast, and legal work often gets deferred until a fundraise or a problem forces the issue. The challenge is that early decisions—entity structure, IP ownership, founder equity—create the foundation everything else builds on.
Common Issues We See
- No IP assignments — The company does not legally own code written by contractors or even co-founders
- Messy cap tables — Informal equity promises, missing SAFE tracking, or unclear conversion terms
- Wrong entity structure — LLCs that need to convert to C-Corps before raising, costing time and money
- Missing vesting — Founders without vesting schedules, creating risk if someone leaves early
- Handshake agreements — Important terms never documented, leading to disputes later
Fixing these issues before a fundraise is significantly less expensive than cleaning them up during due diligence. Investors will find the gaps.
How We Help Startups
Startup Financing
SAFEs, convertible notes, priced equity rounds, investor rights agreements, and board documentation. Getting fundraising right from the start.
Entity Formation
Delaware C-Corp incorporation, bylaws, initial board consents, and founder agreements. The corporate structure investors expect.
IP & Licensing
IP assignment agreements, trademark filings, open source compliance, and licensing strategies that protect your technology and satisfy due diligence.
Outside General Counsel
Ongoing legal support for contract reviews, employment questions, compliance matters, and strategic decisions as the company grows.
Legal Needs by Stage
Pre-Seed / Bootstrapping
Entity formation, founder agreements, IP assignments, contractor terms, and initial terms of service. Building the legal foundation.
Pre-Seed / BootstrappingSeed / Series A
SAFEs or priced rounds, cap table cleanup, option plans, board formation, and employment agreements. Fundraising-ready legal.
Seed / Series AGrowth Stage
Complex financing, governance expansion, M&A considerations, international structure, and compliance scaling. Maturing the legal function.
Growth StageStartup Legal FAQ
Get answers to common questions about our legal services.
A SAFE (Simple Agreement for Future Equity) is a fundraising instrument created by Y Combinator that gives investors the right to receive equity in a future priced round. Unlike convertible notes, SAFEs have no maturity date, no interest rate, and are not debt. They convert into preferred stock when a qualifying financing event occurs, based on a valuation cap and/or discount rate specified in the SAFE.
If you plan to raise venture capital, a Delaware C-Corp is the standard structure. VCs and institutional investors require it for tax, governance, and structural reasons. LLCs work well for bootstrapped businesses where pass-through taxation is beneficial and outside investment is not planned. Converting from LLC to C-Corp later is possible but adds cost and complexity—it is usually better to start with the right structure.
There is no universal formula. Equity splits should reflect each founder's contribution, role going forward, risk taken, and the value they bring. More importantly, all founder equity should be subject to vesting—typically a 4-year schedule with a 1-year cliff. This protects the company and remaining founders if someone departs early. Document the arrangement in a written founders' agreement.
Not automatically. Under US copyright law, independent contractors generally retain ownership of the work they create unless there is a written IP assignment agreement. This is one of the most common and costly mistakes startups make. Every contractor—and every employee—should sign an IP assignment agreement before beginning work. Fixing IP ownership gaps during due diligence is expensive and can delay or derail fundraising.
At minimum: a properly formed Delaware C-Corp with clean corporate records, an accurate cap table tracking all SAFEs and equity grants, signed IP assignment agreements from all founders and contributors, founder vesting agreements, and basic corporate documents including bylaws and initial board consents. Investors conduct due diligence, and gaps in these areas cause delays, reduce negotiating leverage, or raise red flags.
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63 Wall St 1B, Madison, CT 06443
Serving clients in CT, NY, MA
Legal That Moves at Your Pace
Whether you are preparing to raise, closing a round, or building your legal foundation, we work on startup timelines. Schedule a consultation to discuss where you are and what you need.