Stay Compliant Through Every Private Offering

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.