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Sophisticated counsel is essential when structuring and negotiating a venture round.

VCs are known to seek significant control and implement protective provisions that will exist until exit. For entrepreneurs, the terms established in an early round can have significant implications as the company matures and seeks additional capital. We offer trusted counsel, every step of the way.

Our Services

Our firm can assist you with all aspects of a VC financing, from term sheet negotiations, to drafting transaction documents, through closing.

We offer comprehensive legal services for entrepreneurs, including:

  • Growth strategy consultation
  • Term Sheet preparation and negotiation
  • Cap table and dilution management
  • Series Seed transactions
  • NVCA transactions
  • Financing document preparation, negotiation and closing support
  • Guidance to ensure compliance with relevant securities laws

We offer services for venture capital funds and fund managers, including:

  • Providing insight into competitive offering terms and structures
  • Counseling on domestic and offshore fund structures
  • Advice, counsel and support for tokenized fund offerings, where fund interests are represented in the form of digital asset securities (i.e. blockchain tokens)

Background on the Capital Raising Lifecycle of High Growth Companies

Idea through Exit 

A typical startup will go through a five stage life cycle, beginning with a founder’s idea and proceeding through to maturity and exit. The five stages include:

  1. Initial idea
  2. Minimum viable product
  3. Capital raising
  4. Building to scale
  5. Maturity and exit

A model startup tends to raise five rounds of financing: Series Seed, Series A, Series B, Series C, and Series D. Some startups raise a pre-seed round using convertible notes or SAFEs, and others may close a number of seed rounds before initiating a Series A round with a VC fund. Seed rounds typically raise up to $2 million in financing. 

Seed Stage Capital Raising

Typically, seed stage companies raise capital via convertible notes, simple agreements for future equity (SAFEs), and/or convertible preferred stock.

1.  Convertible notes are debt securities containing a maturity date, a fixed interest rate, and a claim on the company’s assets that is superior to that of equity holders. The note may convert into equity upon the occurrence of certain, pre-defined conversion events, including:

  •   (a) A qualified financing,
  •    (b) A Change of Control, or
  •    (c) Reaching the Maturity Date.

When one of these conversion events occur, investors that are holding convertible notes receive equity, the price of which is calculated via either a discount rate or valuation cap.

2. Simple Agreements for Future Equity (SAFEs) offer a simplified convertible note template, popularized by the startup accelerator Y Combinator. These instruments are similar to convertible notes, but notably lack a maturity date and interest rate. They convert into equity in a similar manner as a typical convertible note, but without maturity conversion as a triggering event.

3. Equity Seed Investments include convertible preferred stock (such as Series Seed) and common stock.

Series Stage Capital Raising

Later stage, high growth companies typically proceed from these seed stage investments to raising capital from venture capital funds. Series A fundraising typically occurs through the use of convertible preferred stock, such as the Series Preferred Stock outlined in the NVCA model documents, and tends to include price-based anti-dilution protection, certain protective provisions, board seats, and additional rights including rights of first offer, rights of first refusal, and/or drag-along rights. 

Navigation Guide

  • Our Services
  • Background on the Capital Raising Lifecycle of High Growth Companies
  • Seed Stage Capital Raising
  • Series Stage Capital Raising

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