Varun Gupta Law

Trusted Legal Partner for Startups and Investors

Big Law pedigree. Full life-cycle judgment.

Varun Gupta Law is outside general 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 barely one in a hundred associates ever reaches — 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 has spent more than a decade as General Counsel and Chief Legal Officer inside two startups that reached unicorn valuations, carrying each from formation through financing to a successful exit.

Built on both sides of the table

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

He then spent more than ten years 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 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.

What we handle

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 you file, not after even if you want to use Clerky.com.
Fractional general counsel. 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 does not run your offering alone, but we 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.

AI-enabled

The practice runs on the same AI-enabled tools modern companies use to move faster, applied to research, drafting, and diligence. That is not a cost-cutting measure — it is how a lean firm delivers tier-one execution without the overhead layers of a traditional firm. Every matter gets senior attorney judgment, not a drafting queue.

Fees built around your company, not ours

Every client's needs are different, and the fee structure should reflect that rather than force a single model. We work 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 outcome, and combinations of hourly fees and equity where it fits, including board advisory arrangements. We build the arrangement around the engagement, not the other way around.