PRACTICE AREA
Incorporations and Business Structuring
We establish the optimal legal foundation for new ventures, including entity selection, capitalization structures, and governance frameworks that support future growth and investment.
RECENT MATTERS
MULTI-COUNTRY
AI transformation company, five-jurisdiction formation
FOREIGN ENTITY
AI infrastructure company, German entity formation
FORMATION & STRUCTURING
Telehealth hair-loss treatment platform
FORMATION & DISSOLUTION
Insurance technology company
DELAWARE C-CORP
Space technology company, spacecraft and ground-station networks
DELAWARE C-CORP
Space communications infrastructure company
DELAWARE C-CORP
Space technology venture
MULTI-COUNTRY
AI transformation company, five-jurisdiction formation
FOREIGN ENTITY
AI infrastructure company, German entity formation
FORMATION & STRUCTURING
Telehealth hair-loss treatment platform
FORMATION & DISSOLUTION
Insurance technology company
What This Practice Covers
Covers the full range of priced equity rounds, from early seed financings through later growth-stage and private equity investments.
- Stock purchase agreements
- Amended and restated certificate of incorporation
- Investor rights agreements
Drafting and negotiating convertible notes and SAFEs for early-stage companies and their investors.
Structuring down rounds, including anti-dilution, recapitalization and investor consent considerations.
Cap table modeling and cleanup across multiple rounds, instruments and classes of equity.
Venture debt and commercial lending documentation for growing companies.
Reorganizing foreign-founded companies into U.S. entities to support U.S. investment and market entry.
Non-traditional structures such as revenue-sharing agreements that fit the company and investor goals.
Forming venture funds and related entities, with a focus on first-time and emerging managers.
Advising corporate investors on minority investments in startups and related commercial terms.
Seed, venture, and private equity financings + −
Covers the full range of priced equity rounds, from early seed financings through later growth-stage and private equity investments.
- Stock purchase agreements
- Amended and restated certificate of incorporation
- Investor rights agreements
Convertible notes and SAFEs + −
Drafting and negotiating convertible notes and SAFEs for early-stage companies and their investors.
Down-round financings + −
Structuring down rounds, including anti-dilution, recapitalization and investor consent considerations.
Complex cap table management and modeling + −
Cap table modeling and cleanup across multiple rounds, instruments and classes of equity.
Venture and commercial debt transactions + −
Venture debt and commercial lending documentation for growing companies.
U.S. flips and recapitalizations + −
Reorganizing foreign-founded companies into U.S. entities to support U.S. investment and market entry.
Revenue-sharing and alternative financing arrangements + −
Non-traditional structures such as revenue-sharing agreements that fit the company and investor goals.
Fund formation, including for emerging fund managers + −
Forming venture funds and related entities, with a focus on first-time and emerging managers.
Corporate venture capital investments + −
Advising corporate investors on minority investments in startups and related commercial terms.
• Merger agreements (statutory and reverse triangular)
• Stock and asset purchase agreements
• Tender offers and share exchanges
• Joint venture and operating agreements
• Joint venture and operating agreements
We regularly draft and negotiate documentation across the full range of deal structures, including:
• Merger agreements (statutory and reverse triangular)
• Stock and asset purchase agreements
Overview
Our approach focuses on identifying and mitigating deal risks while structuring transactions that achieve our clients' strategic and financial objectives.
• Tender offers and share exchanges
Overview
Getting incorporation right the first time matters more than most founders realize. Fixing a messy cap table or a poorly structured entity after the fact almost always costs more, in time and legal fees, than doing it properly up front.
Our incorporation services include equity incentive plans, founder agreements, and compliance structures designed to scale with your business.
A significant share of the companies we form are U.S. entities for founders and parent companies based abroad, so building a structure that holds up across jurisdictions from day one is second nature to us, not an afterthought.
What This Practice Covers
Entity selection and formation + −
Choosing the right entity type and state of incorporation up front, before it becomes expensive to fix later, whether you're a first-time founder or a foreign company setting up a U.S. presence.
- Certificate of incorporation
- Bylaws
- Initial board consents
U.S. formation for foreign founders and companies + −
A meaningful part of our formation practice is setting up U.S. entities, subsidiaries, and holding structures for founders and companies based outside the U.S., so the structure works correctly on both sides of the border from day one.
- U.S. subsidiary formation documents
- Cross-border ownership structuring
- Foreign qualification filings
Capitalization structuring + −
Setting founder equity splits and initial cap table structure so it holds up through future financing rounds.
- Founder stock purchase agreements
- Initial capitalization table
- Vesting schedules
Equity incentive plans + −
Setting up the option pool and incentive structure used to attract and retain early employees.
- Equity incentive plan documents
- Stock option agreements
- Board approval resolutions
Founder and co-founder agreements + −
Documenting how founders split ownership, responsibilities, and what happens if a founder leaves early.
- Founder agreements
- IP assignment agreements
- Restrictive covenant agreements
Corporate governance frameworks + −
Putting basic governance structure in place so the company operates cleanly as it adds a board and investors.
- Board and stockholder consent templates
- Committee charters
- Indemnification agreements
Compliance structures + −
Setting up the ongoing filings and compliance rhythm that keeps a growing company in good standing.
- Annual report and franchise tax filings
- Qualification to do business filings
- Recordkeeping and minute book setup
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