Writing
Notes
Practical writing on startup law, venture financings, governance, cap tables, side letters, commercial contracts, M&A, AI and data issues, and outside general counsel judgment.
Latest notes
Sorted by publication date, with categories and topics below for easier browsing.
Outside General Counsel
What Outside General Counsel Actually Does for a Startup
Outside GC support becomes useful when legal questions stop being isolated documents and start showing up across contracts, hiring, governance, financing, investor requests, equity, and strategic decisions.
Venture Financings
Before the Series A, Read the Side Letters
Side letters signed during a seed or SAFE round can quietly shape the next financing. Before the Series A, founders should know what rights are already sitting in the closing folder.
Startup Counsel
Your Data Room Is Not Just a Folder
A financing or M&A data room should tell a clean corporate story. If the documents do not match the cap table, the story gets harder to tell.
Technology Contracts
When AI Stops Looking Like Software
AI tools are starting to look less like software access and more like delegated work. The contracts need to be honest about that shift.
Startup Structuring
Delaware Flips for Startups Raising U.S. Venture Capital
A Delaware flip usually comes up when a non-U.S. or non-Delaware company wants to raise from U.S. venture investors. The work should line up ownership, IP, contracts, tax, investor expectations, and the financing path.
Technology Contracts
The AI Agent Contract Is Not Just Another SaaS Agreement
AI agents are moving from helpful tools to operational actors. The contract needs to catch up.
Venture Financings
The AI Premium Has a Cap Table Problem
AI companies may be raising faster and richer rounds, but the paperwork still determines the economics.
Deal Notes
The Shadow Charter: How Venture Side Letters Can Quietly Rewrite Startup Governance
Side letters can become a second governance layer after a financing closes. Founders should track them like operating documents, not closing-folder leftovers.
Financing Scenarios
When Post-Money SAFEs Stack Up
Post-money SAFEs are easy to explain at signing. They can be much harder to model when several rounds convert into a priced financing.
Financing Scenarios
The Pro Rata Rights Trap
A pro rata side letter may look small when signed. In the next financing, it can change allocation, timing, and leverage.
Deal Notes
Your Cap Table Is Not Enough
Financing diligence is a recordkeeping test. The cap table matters only if the company can prove the documents behind it.
Founder Playbooks
The Hidden Risk in Startup Pilots
Startup pilots look low-risk because they are temporary. 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. They become harder to clean up when the company needs institutional money, 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.