PRACTICE AREA
Venture Capital and Fundraising
We guide companies through every stage of equity financing, from pre-seed rounds to Series C and beyond, handling term sheet negotiations, due diligence coordination, and investment documentation with precision.
RECENT MATTERS · $100K-$100M+ RANGE
ACCELERATOR
Startup accelerator, quarterly cohort stock work
INSTITUTIONAL
INSTITUTIONAL
SERIES A
SAFE + SERIES A
VENTURE
U.S. FLIP
ACCELERATOR
Startup accelerator, quarterly cohort stock work
INSTITUTIONAL
INSTITUTIONAL
SERIES A
$100K-$100M+
Range of financings represented, from early-stage rounds through growth-stage raises.
Global
Investor base spanning the U.S., Asia-Pacific, Europe, and the Middle East.
Pre-Seed-Series C+
Stages covered, plus ongoing fund-side and corporate VC work.
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.
Overview
We represent founders, venture funds, and angel investors across the complete financing lifecycle - from early SAFE and convertible note rounds through Series A and later priced financings, down rounds, fund formation for emerging managers, and corporate VC investments.
A meaningful share of this work involves cross-border investors, alternative structures like revenue-sharing arrangements, and U.S. market-entry work such as flips and recapitalizations.
What This Practice Covers
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
U.S. flips and recapitalizations + −
Restructuring a foreign company under a new U.S. parent, coordinating the corporate, tax, and governance pieces that come with it.
- Share exchange agreements
- Subsidiary formation documents
- Reorganization agreements
Convertible notes and SAFEs + −
Used for early, pre-valuation financings where speed and simplicity matter more than a fully priced round.
- Convertible promissory notes
- SAFE agreements
- Side letters
Corporate venture capital investments + −
Representing corporate investors making strategic minority investments, where governance and information rights often matter as much as the economics.
- Strategic investment agreements
- Information rights agreements
- Right of first refusal / co-sale agreements
Down-round financings + −
Requires careful handling of existing investor protections and cap table impact alongside the new raise.
- Amended certificate of incorporation
- Anti-dilution waivers
- Updated cap table models
Complex cap table management and modeling + −
Ongoing support keeping capitalization tables accurate and modeling the impact of new rounds, conversions, and option grants before they happen.
- Cap table models
- Waterfall analyses
- Option pool sizing memos
Venture and commercial debt transactions + −
Structuring debt as a complement to or alternative to equity financing, often alongside or between priced rounds.
- Loan and security agreements
- Warrant agreements
- Intercreditor agreements
Revenue-sharing and alternative financing arrangements + −
Structuring non-dilutive or alternative capital arrangements for companies that want to avoid or delay a priced equity round.
- Revenue share agreements
- Royalty agreements
- Convertible revenue instruments
Fund formation, including for emerging fund managers + −
Setting up the fund vehicle itself, distinct from portfolio-company work, for managers raising their first or next fund.
- Limited partnership agreements
- Subscription agreements
- Management company formation documents
GLOBAL REACH
Engagements regularly involve investors and counterparties across Asia-Pacific, Europe, the Middle East, and Latin America - alongside standard U.S. domestic financings.
Asia-Pacific
Europe
Middle East
Latin America
Offshore structuring
U.S. domestic
$100K-$100M+
Range of financings represented, from early-stage rounds through growth-stage raises.
Pre-Seed-Series C+
Stages covered, plus ongoing fund-side and corporate VC work.
Multi-Continent
Investor base spanning the U.S., Asia-Pacific, Europe, and the Middle East.
Additional matters are available on request.
REPRESENTATIVE EXPERIENCE
Selected Financing Matters
Generalized from real matters - no client names, deal values, or single-country identifiers, so the practice reads as the global, ongoing work it actually is rather than a running ledger.
Counsel on a Series A equity financing for a Delaware C-corporation, raising from a global investor base.
Represented an international financial institution in early-stage investments into U.S.-based startups.
Advised an emerging fund manager on the formation and structuring of a new venture capital fund.
Represented a corporate venture arm in a strategic minority investment into a U.S.-based startup.
View full matter history
EQUITY FINANCINGS
Led counsel on a Series A equity financing for a Delaware C-corporation, raising from a global investor base.
Represented multiple early-stage companies on Series Seed preferred stock financing rounds.
Advised a company and its investors through a down-round equity financing, including re-negotiated terms and cap table impacts.
ALTERNATIVE AND CROSS-BORDER STRUCTURES
Ongoing representation of founders and investors on SAFE and convertible note financings across early-stage rounds.
Structured a revenue-sharing financing arrangement as an alternative to a traditional priced equity round.
Ongoing counsel to founders and investors on U.S. flips, share exchanges, subsidiary formations, and recapitalizations to support fundraising and expansion.
INSTITUTIONAL AND FUND-SIDE WORK
Represented an international financial institution in early-stage investments into U.S.-based startups.
Advised an emerging fund manager on the formation and structuring of a new venture capital fund.
Represented a corporate venture arm in a strategic minority investment into a U.S.-based startup.