Startup & Emerging Company Counsel
Formation, founder arrangements, corporate governance, equity incentives, employment and contractor matters, commercial contracts, and general business counseling.
Jason Gershenson
Startup and venture capital counsel for founders, investors, and companies moving fast.
Jason advises founders, startups, venture-backed companies, investors, and funds on financings, commercial transactions, governance, M&A, equity matters, investor and fund matters, and outside general counsel work.
About
Jason is a New York-based startup, venture capital, and corporate transactions attorney working with founders, operators, emerging companies, venture-backed businesses, investors, and funds.
Based in New York, he works with clients across the U.S. and internationally on matters where legal documents, business judgment, investor dynamics, and operating reality meet.
Focus
Venture Financings
SAFEs, convertible notes, priced equity rounds, investor rights, side letters, pro rata rights, financing process management, and company-side or investor-side transaction support.
Outside General Counsel
Ongoing legal support for startups and growth companies that need senior legal judgment across contracts, governance, fundraising, hiring, investor communications, and strategic decision-making.
Where I Usually Get Involved
I usually work with founders, companies, investors, and funds when a legal issue is tied to a business decision that needs to move.
That may be a financing, a commercial agreement, an investor request, a governance question, an equity or cap table issue, a strategic partnership, an acquisition discussion, or the point where a company needs regular legal judgment but is not ready to hire a full-time general counsel.
The common thread is practical: the documents matter, but so do timing, leverage, relationships, and what the business is actually trying to accomplish.
Selected Experience
- More than a decade advising venture capital funds, startups, and high-growth companies.
- Served as outside general counsel to clients across the U.S. and internationally.
- Represented companies and investors in multimillion-dollar venture capital transactions.
- Advised on venture financings, mergers and acquisitions, fund formations, and cross-border transactions.
Recent Notes
Practical notes on startup law, venture financings, governance, cap tables, commercial contracts, M&A, and outside GC judgment.
Venture Financings
An Investor’s Conviction and Capacity Are Not the Same Thing
An investor can believe deeply in the company and still be unable to invest another dollar.
Founder Playbooks
When Your Investor Is Also Your Vendor
A relationship can be nonexclusive on paper and still become exclusive in practice.
Founder Playbooks
When Someone Leaves, Can the Company Still Get In?
A system is controlled by whoever can recover it after everyone else has been locked out.
Contact
For potential legal matters, referral conversations, or professional questions, email Jason or schedule an intro. Jason is based in New York and works with clients across the U.S. and internationally.