Notes
Startup and venture notes.
Short writing on startup and venture legal issues: financings, side letters, commercial contracts, governance, M&A, and outside general counsel work.
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.
Deal Notes
Your Cap Table Is Not Enough
Startup financing diligence is a recordkeeping test. The cap table only matters if the company can prove the documents behind it.
Founder Playbooks
The Hidden Risk in Startup Pilots
Startup pilots can look low-risk because they are temporary, but the real risk often sits where the contract, insurance, and workflow do not match.
Financing Scenarios
Cleaning Up Early SAFEs Before a Real Financing
SAFEs are easy to sign and harder to clean up when the company needs institutional investment, a clean cap table, or a more formal governance structure.
Founder Playbooks
When Founder Deadlock Becomes an Exit Problem
Deadlock provisions should give founders a practical path forward. "Go to court" is usually not a business plan.