Entity formation and the corporate record investors will diligence
The setup is read by every later investor. We form the entity in the right jurisdiction, paper the founder equity, calendar the 83(b) elections inside the 30-day statutory window under 26 U.S.C. § 83(b), adopt the equity incentive plan, and build the corporate record from day one.
- Delaware C-corporation formation, certificate of incorporation, bylaws, board organization
- New York and Delaware LLC formation under the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., and the New York Limited Liability Company Law
- Founder Stock Purchase Agreements with vesting (4-year, 1-year cliff) and IP assignment
- 83(b) election preparation, filing, and tracking; founder confirmations for the corporate record
- Equity Incentive Plan adoption, option-pool sizing, and 409A coordination with qualified independent appraisers
- Statutory conversions (LLC to Delaware C-corp under 8 Del. C. § 265) with QSBS-clock analysis under IRC § 1202(c)(1)(B)
- Stockholder agreements, voting agreements, and drag-along / tag-along architecture
- Bylaws maintenance, board consents, stockholder consents, and corporate-secretary infrastructure
SAFEs, convertible notes, priced rounds, and the documents lead investors expect
From the first dollar of outside capital to the institutional priced round. We work both founder-side and investor-side, with the NVCA model documents as the baseline and a documented record at every step.
- Post-money SAFE issuances; cap-table modeling for stacked SAFEs and pre-financing dilution
- Convertible note offerings, including bridge structures and maturity-driven conversion scenarios
- Seed and Series A priced rounds on NVCA model documents (Certificate of Incorporation, Stock Purchase Agreement, Investor Rights Agreement, ROFR/Co-Sale, Voting Agreement, Management Rights Letter)
- Form D filings under 17 C.F.R. § 230.503 within 15 days of first sale; Rule 506(b) and Rule 506(c) compliance
- Side letters, MFN provisions, pro-rata rights, and major-investor threshold negotiation
- Founder-side priced-round representation: pre-money option pool, liquidation preference structure, anti-dilution formulation, vesting reset and acceleration
- State "blue sky" filings tracked alongside Form D
- Rule 701 (17 C.F.R. § 230.701) compliance for compensatory grants
First-money sponsors, venture studios, and the deals they actually close
Sponsor-led and studio-led deals follow different mechanics from a standard VC primary round. We document the structure with downstream financing in mind from day one.
- Sponsor-side investment documentation: preferred terms, board control, consent rights, capital structure for add-on acquisitions
- Management equity rollover structuring with QSBS treatment under IRC § 1202 preserved where available
- Studio engagement documentation: services agreements, equity issuance with milestone-based vesting, IP assignment to portfolio company, sunset provisions
- DGCL § 144 conflicted-director procedure for studio-affiliated transactions where the studio sits on both sides
- Search-fund and acquisition-vehicle formation; rollover-of-target-equity treatment
- Cap-table reconciliation and "wash" recapitalization where pre-existing studio or angel structures need cleanup before institutional capital
- Investor side-letters, MFN tracking, and information-rights coordination
Studio-incubated ventures: clean from formation to first priced round
Studio engagements raise specific issues at downstream financing: passive vs. productive equity stakes, perpetual-royalty Service Agreements, and IP assignment timing. We structure the relationship so the eventual lead investor diligences cleanly.
- Studio-to-portfolio-company services agreements with defined sunset and clear deliverables
- Studio equity stock purchase agreements with founder-style vesting and milestone triggers
- Founder/CEO equity carve-ins with backdated 83(b) coordination where formation pre-dated the operating CEO
- IP assignment from studio to operating entity, including pre-formation work product
- Stockholders' agreements aligning studio with founders for ROFR / co-sale / drag-along
- Pre-financing recapitalization where the studio stake needs restructuring or partial buyout
Patents, trademarks, copyrights, and the assignment record investors require
Patrick Russo is a registered patent agent with the United States Patent and Trademark Office, qualified to prepare and prosecute patent applications. Our IP work runs both as a standalone practice and as the assignment-and-clearance backbone of every formation engagement.
- Patent preparation and prosecution before the USPTO (utility, design, provisional applications)
- Trademark clearance, federal registration, opposition, and enforcement
- Copyright registration and enforcement
- IP assignment instruments: Founder Stock Purchase Agreement IP riders, technology assignment agreements, work-for-hire structuring under 17 U.S.C. § 101
- Proprietary Information and Inventions Assignment (PIIA) templates for employees and contractors
- Open-source license compliance review and risk scoping
- Inbound and outbound technology licensing, software licensing, SaaS terms
- Pre-financing IP audit: founder-prior-employer risk, assignment-gap closure, GitHub repository review
Customer agreements, vendor contracts, and the documents your business runs on
The contracts a venture-stage company actually uses every week. Drafted to your operational reality, not a generic template, and aligned with the regulatory posture of your business.
- Customer agreements, master services agreements, statements of work
- Software licensing, SaaS subscription terms, end-user license agreements
- Privacy policies and terms of service calibrated to actual data flows and applicable law
- Independent contractor and consulting agreements with appropriate IP assignment
- Employment offer letters, employee handbooks, and PIIA enrollment
- Vendor contracts, reseller agreements, distribution and channel-partner agreements
- Commercial real estate: office leases, lease assignments, sublets, co-working agreements
Letters of intent, founder secondaries, sell-side and buy-side representation
Liquidity events come in many shapes. Founder-side secondary tenders, full-company asset and stock sales, and the operational documents that keep the deal on schedule. Larger sell-side mandates are co-counseled with specialist firms when deal size warrants.
- Letters of intent and term-sheet negotiation
- Founder secondary transactions with QSBS rollover analysis under IRC § 1045 where appropriate
- Asset purchase and stock purchase agreements (sell-side and buy-side)
- Disclosure schedules, representations and warranties, indemnification baskets and caps
- Distress and wind-down counsel; orderly dissolution and stockholder distributions
- Earn-out structuring and post-closing dispute mechanics
The contested-matter coverage most boutique transactional shops do not have
A real differentiator. The firm's consumer-protection litigation experience is the exact coverage portfolio companies in fintech, BNPL, subscription, D2C, and consumer-facing financial services need when class claims surface. Carl Rausa runs the contested-matter practice; institutional sponsors who have to defend a portfolio company against a TCPA, FCRA, FDCPA, or NY GBL Section 349 claim find that matters here, in-house, with the firm that papered the transaction.
- Pre-litigation risk review for fintech, BNPL, subscription, and D2C portfolio companies
- Defense in TCPA, FCRA, FDCPA, EFTA, and FCBA private actions and class claims
- NY General Business Law § 349 / 350 defense, including under the FAIR Business Practices Act expansion effective February 17, 2026
- State Attorney General response, regulatory inquiry support, and pre-investigation cooperation strategy
- Stockholder, employment, IP, and commercial litigation
- Settlement structuring and disclosure obligations to investors and lenders
Engagement structures that fit transactional work
Capital matters are billed hourly, on fixed-fee scopes, or on retainer, depending on the matter. We scope every engagement explicitly, in writing, before work begins.
- Hourly with monthly invoicing for matters of uncertain scope (negotiations, disputes, complex transactions)
- Fixed-fee packages for defined-scope work (formation, EIP adoption, Form D filings, individual SAFE rounds, trademark applications)
- Monthly retainer for ongoing portfolio-company general counsel work
- Project-fee + success-fee structures for select transactional engagements where appropriate
- Engagement letters delivered before any substantive work begins; written scope agreed and acknowledged