Start Up Advisory

Venture Capital and Mergers & Acquisitions

We assist entrepreneurs with SAFEs, convertible notes, cap table structuring and all stages of funding rounds, ensuring your rights are protected and your company is prepared for successful venture capital investment.

Spiegel & Utrera, P.A.

A U.S. Law Firm Since 1990

Eduardo Cadaval
VC Attorney
35+
Years Practice
650K+
Formed
4.9
Google

What Our Clients Say

Incredible people work at this office. They made starting my LLC simple and stress-free. Their team was professional, responsive, and explained every step clearly. They handled all the paperwork efficiently, saving me time and hassle. Highly recommend them for anyone looking to establish a business!
Dominick HidalgoAmazing experience

Testimonial 1 of 6

The Basics

What is Venture Capital or M&A?

Understanding the ecosystem and how we can help

What is Venture Capital?

Venture capital is a form of private equity financing that provides funding to startups and early-stage companies with high growth potential. VC firms invest in exchange for equity, helping businesses scale while taking calculated risks for substantial returns.

Founders and investors rely on clear deal terms, clean cap tables, and securities-compliant documentation so each round builds toward a successful exit.

Attorneys advising on venture capital and M&A transactions

Equity Financing

Equity-based financing for high-growth companies ready to scale.

Active Investors

Investors often take an active role in strategy and governance.

Scalable Models

Focus on businesses built to grow quickly and efficiently.

Long-Term Horizon

Typical investment windows of 5–10 years with exit-driven returns.

Ready to Start Your VC Journey?

Services

Affordable Venture Capital and M&A Services

Comprehensive legal support for founders, investors and foreign lawyers

Fundraising & Term Sheets

Draft and negotiate term sheets, SAFE agreements, convertible notes, and equity financing documents. We help you structure deals that align with your business goals.

Due Diligence

Comprehensive legal due diligence for investors and startups. We review corporate documents, contracts, IP, compliance, and identify potential risks before closing.

Fund Formation

Structure and form venture capital funds, including limited partnership agreements, operating agreements, and compliance with securities regulations.

Securities Compliance

Navigate SEC regulations, exemptions, and state blue sky laws. We help ensure your fundraising and investment activities comply with all applicable securities laws.

Exit Strategies

Plan and execute exit strategies including M&A transactions, IPOs, and secondary sales. We help maximize value while ensuring smooth transitions.

Cross-Border Entity Formation

Tax-efficient entity formation and company structures for portfolio companies. We design Corps/LLCs and multi-entity groups, plus ongoing support for corporate governance.

Not Sure Which Service You Need?

Who We Serve

Built for Sophisticated Counterparties

We focus on parties who treat legal work as a core part of value creation, not an afterthought:

01

Startups & Founders

Corps, LLCs, multi-entity groups, scaling from pre-seed through exit, equity incentives, and governance built to withstand institutional diligence.

02

Venture Capital, Family Offices & Private Investors

Structuring and negotiating SAFEs, convertible notes and preferred equity rounds; protecting investor rights while balancing founder relationships.

03

Foreign Lawyers & International Counsel

U.S. deal counsel that understands cross-border constraints, home-country tax rules, exchange controls and regulatory overlays, and collaborates seamlessly with local counsel.

04

Tax Professionals & Corporate Finance Advisors

Deal and entity structures that reflect tax, regulatory and accounting implications, working closely with your models and client objectives.

Ready To Talk To A Real Attorney?

Our legal team is available Monday through Friday. Call us or book a free video consultation.

Call Us Directly

1-800-734-9900

Monday through Friday, 8:30 AM to 5:30 PM ET

FAQ

Venture Capital FAQ

Still have questions? Talk to an attorney!

A term sheet is a non-binding document that outlines the key economic and governance terms of a venture capital investment. It serves as the roadmap for definitive agreements and addresses critical items such as valuation, equity percentage, liquidation preferences, board structure, investor rights, and protective provisions. Although non-binding, the term sheet sets negotiating expectations, establishes deal structure, and prevents misunderstandings before moving into detailed legal documentation.

A SAFE (Simple Agreement for Future Equity) is a contract that converts to equity during a future priced round, typically without interest or a maturity date. Convertible notes are debt instruments that accrue interest and convert to equity, usually at a discount or valuation cap. Equity financing involves issuing actual shares immediately as part of a priced round. Each instrument has different implications for valuation, dilution, control, and tax treatment. We help you determine the best option based on your fundraising strategy and stage.

The core legal documents typically include: a term sheet, stock purchase agreement, amended and restated charter, investor rights agreement, voting agreement, right of first refusal and co-sale agreement, board consents, and ancillary corporate approvals. The exact package varies depending on round type (Seed, Series A, etc.), investor requirements, and company structure. We prepare, negotiate, and review all necessary documentation to ensure compliance and protect your long-term interests.

Due diligence is the process investors use to verify the legal, financial, operational, and technical condition of a company before investing. Founders should prepare corporate records (charter, bylaws, minutes), an accurate cap table, financial statements, material contracts, IP assignments, employment agreements, regulatory filings, tax records, and any documentation related to risk or liabilities. Being organized can significantly accelerate closing and improve investor confidence.

Yes. All fundraising activity must comply with federal securities laws (SEC regulations) and applicable state "blue sky" laws unless a valid exemption applies. Common exemptions include Regulation D (Rules 504, 506(b), and 506(c)) and Regulation S for offshore offerings. Non-compliance can lead to rescission rights, penalties, or enforcement actions. We help ensure your offering is structured and documented correctly under all applicable securities laws.

A venture capital fund is an investment vehicle that pools capital from limited partners (LPs) to invest in startups. Most VC funds are structured as limited partnerships, where the fund manager acts as the general partner (GP) and LPs provide capital and receive economic returns. The structure typically includes the fund entity, a GP entity, and often a management company entity. We help establish fund structures, draft partnership agreements, and ensure full compliance with securities and tax regulations.

Blog

Latest VC News & Insights