Varun Gupta Law

Big Law pedigree. Full life-cycle judgment.

Varun Gupta Law is outside counsel for venture-backed and growth-stage companies, built on a pedigree few lawyers can match. Varun trained as a corporate and securities associate at Cravath, Swaine & Moore on Wall Street, then made partner at Latham & Watkins — an outcome few lawyers ever reach — before heading Allen & Overy's international capital markets practice in Moscow, working on billion-dollar IPOs and M&A transactions. 

Since relocating to Silicon Valley in 2014, he spent nearly a decade as General Counsel and Chief Legal Officer inside two startups that reached unicorn valuations, carrying each from formation through financing to preparations for a successful exit. 

Varun Gupta Law was launched in 2021 to make accessible that Big Law experience and full life-cycle judgment to startup founders.

Built on both sides of the table

Varun spent seventeen years as a corporate, M&A, and securities lawyer at elite law firms, including as a partner at Latham & Watkins. Over that career, he closed more than $10 billion in IPOs, high-yield debt and M&A transactions — solving critical legal and regulatory issues, negotiating forcefully on his clients' behalf, and orchestrating complex closings. That level of responsibility teaches a discipline most lawyers never have reason to develop.

He then spent nearly a decade as General Counsel and Chief Legal Officer inside two startups that reached unicorn valuations, building each legal function from its first day through fundraising, scaling, and preparations for exit. Varun knows how to build a startup from the inside out: the corporate and commercial hygiene behind a clean cap table, and a data room that stays diligence-ready at every stage. 

Varun Gupta Law exists because that full life-cycle view — Big Law training paired with the risk-management and practical problem-solving skills that come with building the plane while flying it — is what separates a startup that gains traction with investors and customers from one that does not.

Comprehensive legal advice and services

• Startup formation & founder equity. Entity formation and founder stock issuances, structured correctly from day one — the equity split among co-founders gets complicated fast the moment there is more than one of them, and these are the mistakes that are hardest to undo once there is value in the startup. Call before, not after, even if you want to use Clerky.com.

• Outside general counsel (Fractional GC). Ongoing legal support for a growing company, without the cost of a full in-house build-out — the day-to-day contract review, governance, and judgment calls a company needs before it can justify its first GC hire.

• Fundraising & financings. SAFEs, convertible notes, venture debt, and NVCA-standard Seed and Series Preferred Stock rounds, plus the due diligence and data room work that gets a company through investor review without surprises.

• Contracts & intellectual property. Commercial agreements, NDAs, licensing and partnership agreements, and the IP assignments that keep a company's ownership clean.

• Employment & equity compensation. Offer letters, contractor and PIIAA agreements for a team that often spans several countries, plus the stock option and equity incentive plans that attract and retain it.

• Regulatory & compliance counsel. Industry-specific regulatory advice, plus data privacy compliance.

• Corporate governance & board services. Board and committee structure, governance policies.

• Mergers & acquisitions. Buy-side and sell-side execution, from term sheet through closing, led by counsel who has closed deals at the scale and pace Big Law demands.

• Restructurings & reorganizations. Entity conversions, jurisdiction changes, and recapitalizations as a company's structure outgrows its original setup.

• Founder & commercial disputes. Founder separations, employee separation agreements, and commercial negotiations resolved before they become litigation.

• IPO & capital markets readiness. Varun has personally guided dozens of companies through IPOs and other securities offerings over his career. Varun Gupta Law get a company's governance, cap table, and data room into the shape investment banks and their counsel expect, long before anyone files an S-1.

Fees built around your needs

Every client's needs are different, and the fee structure should reflect that rather than force a single model. The firm works primarily on an hourly basis, with the flexibility to structure engagements the way a specific company and moment call for: deferred billing while cash is tight before a raise, risk-sharing arrangements with upside tied to future fundraising, and combinations of hourly fees and equity where it fits, including board advisory arrangements. The firm builds the arrangement around the engagement, not the other way around.

Contact Varun Gupta Law

If your company needs counsel who already understands how growing companies operate, get in touch.