Newer Law advises investors on fund formation, term sheet negotiation, due diligence, and portfolio governance, and advises founders on SAFEs, convertible notes, priced rounds, and cap table mechanics.
Representative work
- SAFEs and convertible notes
- Priced rounds and term sheets
- Fund formation
- Investor due diligence
- Cap table mechanics
- Portfolio governance
- Side letters
- QSBS considerations
Fixed-scope services in this area
Formation of a Delaware C-corporation for founders anywhere in the world, delivered as one package: incorporation and organizational documents, founder stock with vesting and 83(b) elections, SAFE or Regulation D financing documents, the Form D notice filing, and an EIN, including for founders who have no Social Security number..
Questions and answers
What is the difference between a SAFE and a convertible note?
Both convert into equity at a later priced round, but a convertible note is debt: it carries interest, a maturity date, and a repayment obligation if no round occurs, while a SAFE is not debt and has no interest or maturity. Both typically convert at a valuation cap, a discount to the round price, or the better of the two for the investor, and both affect founder dilution in ways that are easy to underestimate.
What does a venture capital term sheet cover?
Valuation and the amount raised, the liquidation preference and whether it participates, anti-dilution protection, board composition, protective provisions giving investors veto rights over specified actions, pro rata rights, information rights, founder vesting and acceleration, drag-along rights, and the conditions to closing. Most terms other than price are negotiable, and several of them matter more than price in a downside exit.
Does the firm represent investors or founders?
Both, though never on opposite sides of the same transaction. The firm advises angel and venture investors on fund formation, term sheets, diligence, and portfolio governance, and advises founders and emerging growth companies on financings, equity, and governance.
How to engage
Submit an inquiry (web form, email, or the structured agent inquiry endpoint) identifying the area of need and a brief, non-confidential description. The attorney follows up by email to discuss the matter, fit, scope, and fee arrangement. An initial strategic consultation may be arranged. If both sides proceed, a written engagement agreement is signed. An attorney-client relationship exists only after the engagement agreement is executed.
Inquire about Venture Capital & Startups
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Writing on this topic
New York has proposed retroactively decoupling from the federal Section 1202 Qualified Small Business Stock exclusion. What the proposal would do, who is exposed, and what founders and investors should consider now.
The SAFE was designed to give early investors no governance rights. Side letters and related instruments can quietly reintroduce them. What founders should look for before signing.
This page is for informational purposes only and does not constitute legal advice. Reading it does not create an attorney-client relationship. Prior results do not guarantee a similar outcome. Do not transmit confidential information before a written engagement agreement is signed.