Jason Gershenson
Startup and venture capital counsel for founders, investors, and companies moving fast.
I’m a New York-based startup, venture capital, and business attorney working with founders, investors, operators, startups, and growth-stage companies. I advise on financings, commercial contracts, governance, M&A, equity matters, and outside GC work, with a focus on helping companies make clean decisions and keep momentum when legal, business, and human issues collide.
Venture financings. Commercial contracts. Governance. M&A. Outside GC. Startup messes that do not fit neatly in a box.

New York / startup + venture counsel
Recent notes
Startup and venture notes.
Deal Notes
The Shadow Charter: How Venture Side Letters Can Quietly Rewrite Startup Governance
Venture side letters can become a parallel governance system after a financing closes. Founders need to track them like core financing documents.
Financing Scenarios
When Post-Money SAFEs Stack Up
Post-money SAFEs can make early ownership conversations easier, but multiple SAFE rounds can make a priced financing harder to model and close.
Financing Scenarios
The Pro Rata Rights Trap
A short side letter can materially affect a later financing if pro rata rights are not read, modeled, and waived carefully.
Work with me
Bring the legal issue into the business conversation.
Send a short note about the company, transaction, financing, contract, or decision in front of you.