Venture Capital & Startup Financing
Venture financing is where legal counsel has the most direct impact on a founder's long-term economics. The terms you accept in a SAFE, convertible note, or priced round — valuation cap, discount, pro-rata rights, information rights, board composition — compound over time and shape every subsequent financing. Getting them right from the beginning matters.
SAFE agreements are the most common instrument in my practice. I have advised on dozens of SAFE transactions, representing both founders and investors, and I understand the mechanics — and the tradeoffs — well enough to explain them clearly to anyone at the table.
What I Advise On
SAFE Agreements
I work with founders and investors on Y Combinator SAFE forms and custom variants, covering valuation caps, discount rates, MFN provisions, and pro-rata rights. Beyond the individual instrument, I advise on the consequences of stacking multiple SAFEs — how different caps and discounts interact at conversion, how they affect dilution for founders and early employees, and how they position the company for a priced round. Many founders are surprised by these outcomes when they finally model them; I help surface them early.
Convertible Notes
Convertible notes offer structure that SAFEs do not: a maturity date, accruing interest, and creditor priority. I advise on note terms, maturity extensions, conversion mechanics, and the practical differences in investor leverage that notes create compared to SAFEs.
Priced Equity Rounds
When the company is ready to price, I advise on term sheet negotiation, stock purchase agreements, investor rights agreements, right of first refusal arrangements, and co-sale provisions. Priced rounds set the legal and economic framework for the company's future — board composition, liquidation preferences, anti-dilution protections, and drag-along rights — and deserve careful attention to each provision.
Cap Table Modeling and Vesting Structures
Legal advice on financing is only useful if paired with an understanding of the numbers. I work with clients to model dilution scenarios across financing rounds, structure equity compensation with appropriate vesting schedules and cliffs, and ensure that the cap table accurately reflects the economics all parties expect.
Who This Is For
My venture financing clients include early-stage founders raising their first outside capital, more mature startups preparing for institutional rounds, and investors who want independent counsel on the terms they are being offered. Whether you are negotiating your first SAFE or reviewing a Series A term sheet, experienced counsel pays for itself many times over in terms you would not otherwise have caught.