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.
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.
Founder Playbooks
The Demo Got Cheap. The Company Didn’t.
AI has made it easier to build a credible product. It has not made customer insight, distribution, trust, operational depth or durable advantage cheap.
Founder Playbooks
Your Cap Table Doesn’t Tell You Who Controls the Company
A founder’s ownership percentage is only one part of control. Voting rights, board composition and investor approval rights can matter just as much when the company’s stakeholders stop agreeing.
Startup Counsel
Why Local Companies Still Need Venture-Ready Counsel
A company does not need to be in Silicon Valley to run into venture-style legal issues. Regional companies still face investor rights, cap table cleanup, commercial contracts, diligence, and outside GC needs.
Technology Contracts
Your AI Agent Needs an Authority Matrix, Not Just an API Key
AI agents are moving from software access to delegated action. Founders should know what those agents are actually allowed to do.
Startup Counsel
The Equity in the Offer Letter Isn’t the Whole Equity Deal
A startup equity promise can sound precise while leaving most of the economics unresolved. The number gets attention; vesting, timing, termination, and acceleration determine the deal.
Venture Financings
The VC Market Can Be Open and Closed at the Same Time
Big venture headlines can hide a much messier fundraising market. The better question for founders is not whether "the market" is open, but what kind of company it is open for right now.
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.