Legal Advice and Services

One firm for every stage of the company

Formation, financing, growth, and exit each carry their own legal traps, and the decisions made early determine how clean the later ones are. We advise on all of them, which means the structure we put in place at formation is built with the financing, the data room, and the exit already in view. The same experience serves the investors and family offices on the other side of the table.

Formation

The costliest mistakes are made before the first dollar is raised: the wrong entity, an unbalanced founder split, an IP assignment that was never signed. Call before you file, even if the incorporation is already half-finished online.

• Selection of jurisdiction and legal entity

• Certificate of Incorporation, bylaws, and board and shareholder resolutions

• Founder shares, including supervoting founder shares, vesting, and 83(b) elections

• Capitalization table and stock purchase agreements

• Intellectual property assignments

• Transformations from LLCs 

• Shareholders agreements

• Equity incentive plans, stock option grants, and restricted stock grants

Fundraising

Investors reward a company that is easy to diligence. We structure the round and prepare the company for review at the same time, so that nothing surfaces mid-process.

• SAFEs, convertible notes, venture debt, warrants, and Seed and Series Preferred Stock financings

• Term sheets and NVCA-standard financing documents

• Regulation D, Regulation S, and Blue Sky compliance

• Due diligence review, identification of missing documentation and legal risks, and virtual data room organization

• Review of pitch decks and business plans

Outside General Counsel for operations and growth

Once the company is running and scaling, the value of an outside general counsel becomes clear. We come to know the business: its product, its team, its investors, and its risks. That knowledge allows us to give consistent, sophisticated advice across every area of the company, from contracts and employment to governance and financing, so that each decision is made with the whole business in view. 

• AI regulatory compliance, data privacy, intellectual property ownership and licensing, and terms of use for AI products

• Commercial contracts, NDAs, licensing and EULAs, partnership agreements, and commercial real estate leases

• Website privacy policies, terms and conditions, and acceptable use policies

• Employment agreements, PIIAAs, HR policies, and employees and contractors outside the United States

• Regulatory compliance and data privacy under GDPR and CCPA

• Board structure, committees, charters, and advisory boards

• Corporate policies, including codes of conduct

• Directorships and board advisory services, including audit committee service

Exit

An acquisition and an IPO are the two exits that matter to a startup. Varun has led dozens of IPOs and advised on M&A transactions throughout his law firm career, and prepares a company for either long before it is needed.

• Mergers and acquisitions, sale of the company, and sale of a strategic interest

• IPO and sale readiness, including legal structure review and a red flags report

• Restructurings, including change of entity, change of jurisdiction, recapitalizations, and optimization of corporate structure

Disputes and separations

Separations and disputes are resolved best early, on negotiated terms, before positions harden.

• Founder separations and disputes

• Employee separation agreements

• Commercial negotiations and settlements

Investors and family offices

Startups are one client base; the other is the capital that funds them. We represent high-net-worth individuals, family offices, and private equity and venture capital funds investing into startups and other ventures, with the same eye for how an investment is built, documented, and eventually exited.

• Investor-side representation in startup financings, including SAFEs, convertible notes, and Seed and Series Preferred Stock rounds

• Term sheets and negotiation of investor protections and rights

• Due diligence on target companies, including legal structure, cap table, and intellectual property

• Structuring of direct investments in startups and other ventures

• Special purpose vehicles and co-investments alongside other investors

• Trusts and wills, estate planning, and asset protection structures for individuals and families

Contact Varun Gupta Law

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