Startup and Venture Capital Law
We support founders and investors from incorporation through priced financing rounds. That means getting ownership right early, documenting investment on terms both sides understand, and keeping the company ready for the next round.
Discuss your startupWhat does our startup and venture capital law practice cover?
Early decisions about equity, vesting and IP ownership are easy to make informally and expensive to unwind. Institutional investors will look closely at all of them during diligence.
We help founders make those decisions deliberately and document them properly, and we help investors understand what they are buying into.
Key points
- Founder equity, vesting and IP assignment are easiest to document before the company has value.
- Investors review the cap table, approvals and IP chain of title before a priced round closes.
- Valuation is one term among several; preferences, board seats and protective provisions matter too.
Services
- Who we advise
- Startup founders, technology companies, angel investors and venture-backed businesses.
- What clients usually need
- Ownership and investment relationships structured carefully, with the company ready for growth.
- Law we apply
- Delaware General Corporation Law (Del. Code tit. 8)
- SEC Regulation D, Rule 506(b) and 506(c), and Form D
- Internal Revenue Code section 83(b) elections
- Illinois Business Corporation Act of 1983 (805 ILCS 5)
- Reviewed by
- Eleanor Sterling, Founding Partner, on
- Startup formation and structuring
- Founder agreements
- Equity allocation documentation
- Convertible instruments and investment agreements
- Venture capital financing documentation
- Shareholder agreements
- Investor due diligence support
- Equity incentive arrangements
- Governance documentation
- Legal support during funding rounds
Typical situations
Where clients come to us
Examples of the situations we see most often. Each matter is different, so these describe the kind of help available rather than a promised result.
Three founders, no paperwork
A team has been building for six months without formal agreements. We incorporate, document founder equity with vesting and assign the IP built so far to the company.
First outside money
A founder is raising from angels on convertible instruments. We explain the economics of the cap and discount, and prepare consistent documents for each investor.
A term sheet arrives
A lead investor sends a term sheet for a priced round. We walk the founders through each term and negotiate the points that affect control and dilution.
Investor-side diligence
An angel group wants a structured review of a target company's corporate records, IP and key contracts before investing.
How we work
Cap table literacy
We model how a financing affects ownership, so you see the dilution before you sign.
Diligence-ready records
We keep a clean data room as we go, so the next round does not start with a clean-up project.
Stage-appropriate fees
Formation packages are fixed-fee. Financing work is estimated against the round size and complexity.
Useful for a first conversation
- Your current cap table, even if informal
- Any term sheet, SAFE or note already signed or proposed
- Who built the product so far and on what basis
- Your fundraising timeline
Eleanor Sterling
Founding Partner
Eleanor advises founders, private companies and investors on formation, governance, financing and ownership transitions.
View profile
Thomas Reinholt
Senior Counsel
Thomas advises technology and creative businesses on IP ownership, licensing and technology agreements.
View profileCommon questions
General questionsWhen should founders put a founder agreement in place?
As early as possible, ideally at incorporation. Agreeing equity, vesting and IP assignment before the company has value is far simpler than doing it later.
Do you represent investors as well as companies?
Yes, though never both sides of the same transaction. Our conflict check confirms which side we can act for.
Can you help with an equity incentive plan?
Yes. We prepare plans and grant documents and coordinate with your tax advisers on valuation and reporting requirements.
Related practice areas
Often handled alongside
Corporate and Business Law
Formation, ownership, governance and the transactions that change a company's shape.
Intellectual Property and Technology Law
Ownership, licensing and protection of brands, software and proprietary information.
Employment and Workplace Law
Hiring, policies, executive arrangements and departures, handled in line with applicable law.
Consultations
Discuss your startup
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Submitting an inquiry does not create an attorney-client relationship, and we cannot guarantee that we can take on every matter. If you face an urgent deadline, such as a court filing, please call the office.