Thomas McKeever
Top rated Business & Corporate attorney in San Francisco, California
Silicon Valley Technology Law Advisors, PC
Practice areas: Business & Corporate, Mergers & Acquisitions, Intellectual Property; view more
Licensed in California since: 1994
Education: Stanford Law School
Selected to Super Lawyers: 2026 Call today:
628-333-4864
Silicon Valley Technology Law Advisors, PC
35th floor 1Sansome Street PMB #2450
San Francisco, CA 94104 Visit website
Details
Working from the Silicon Valley Technology Law Advisors, PC, in San Francisco, California, Thomas McKeever is a dedicated business law attorney. With over three decades of experience in serving technology companies across all sizes, he manages matters involving mergers and acquisitions, intellectual property, venture capital, real estate, management litigation, contracts and privacy law.
Throughout his career, Mr. McKeever has been a general counsel for various companies and has played a significant role in complex transactions. He led the sale of Actuate to OpenText in 2016. His immense experience in complex transactions comes from handling multiple asset sales, self-tenders, joint ventures and other strategic transactions. As a person who prioritizes communication above all, he is extremely responsive and believes in efficacy. He focuses on getting the remuneration as fast as possible and negotiating with vendors to save expenses.
After graduating with a bachelor’s degree from the University of California, Berkeley in 1990, Mr. McKeever pursued legal studies at Stanford Law School, where he earned his Juris Doctor in 1994. He gained his license to practice in California in 1994 and Texas in 2020. Since starting his career in business law, he has advocated for large corporations, including Amazon, Inc., Dolby, Inc., CloudSafe LLC, Shire Biotech, LLC and CNAPS.ai.
As a current member of the State Bar of California, Mr. McKeever is committed to providing clients with business-focused, strategic advice that is tailored to their short-, medium- and long-term goals. He utilizes his combination of transactional experience and legal knowledge to confidently and clearly guide clients through corporate and intellectual property issues, delivering a suitable outcome for them.
Practice areas
Business/Corporate, Mergers & Acquisitions, Intellectual PropertyFocus areas
Business Formation and Planning, Business Organizations, Contracts, Copyrights, Intellectual Property Law, Limited Liability Companies, Partnership, Trademarks
- 30% Business/Corporate
- 40% Mergers & Acquisitions
- 30% Intellectual Property
First Admitted: 1994, California
Professional Webpage: https://www.svtechlaws.com/about
Bar / Professional Activity
- California State Bar, 1994
Representative Clients
- TechJet Systems
- Systems First
- Sentinel Utilities
- Prism NDT
- Pacific Ranch
- Longtail Labs
- KeyFive
- Hassle, Inc.
- Fenwick + West
- Docmatter
- Quantum Generative
- Cloud SAFE
- Alogistico, LLC
- Ambience, Inc.
- ClearDATA
- Arthur Paterson
- 1948 Labs
- Veseras Capital
- Trend Software
- Riedel Communications, Inc.
- CNAPS.ai
- Chalet Desserts, LLC
- Armanino Fine Foods, Inc.
- CloudSafe LLC
- Fenwick & West
- YupUp Inc.
- Chief Legal Officer of a high-profile, fast-growing company ensuring security and compliance on the public cloud for enterprise health care companies. Built appropriate process and compliance frameworks for a later-stage, venture-backed company getting ready for an IPO. Led a cross-functional team to operationalize core changes to pricing and packaging of public cloud products. Solved a difficult, longstanding limitation of liability issue, 2019.
- Versana LLC
- Sierra Technologies Inc. (Sierra.ai)
- O+A Studios
- Landscaping Inc.
- Binti, Inc.
- Shire Biotech, LLC
- ClearDATA Networks, Inc.
- Actuate Corporation (NASDAQ:BIRT)
- Accelo, Inc.
- DOCMATTER, INC. – San Francisco, CA Advisor to CEO and President Provide ongoing strategic and tactical legal and business advice to the CEO of a technology company reimagining medical community collaboration, 2025.
- LEGALZOOM, INC. – Austin, TX Advised company on $500,000,000 public debt offering, 2017.
- FLEX BY FENWICK/AMAZON.COM (ALEXA), APPLE, INC., DOLBY, INC., NOOGATA TECH., INC. June 2020-present: Commercial and product development (1P products & 3P partnerships—Samsung, Xiaomi, Videophone, Verizon, AT&T, Microsoft, Google, Facebook, and others); process development and negotiation; HIPAA, privacy & GDPR advisory for social and health care; machine learning & AI licensing.
- SHUTTERFLY INC. (NASDAQ:SFLY) Acting General Counsel, November 2015-June 2016 Responsible for the legal function of a $1B publicly traded consumer Internet company. Worked extensively on challenging activist investor/board and C-suite turnover.
- ACCELA, INC. Acting General Counsel 2017-March 2019 Responsible for the legal function of an enterprise software company focused on local and state government customers. Divested line of business through asset sale; managed investigation of potential data breach, and partner indicted for fraud. Implemented worldwide trade control, anti-corruption, & government relations compliance program. Revamped privacy policy & ensured GDPR compliance, 2017.
Transactions
- $100M spin out for major German company
- Represented international investor in joint venture
Special Licenses / Certifications
- Private Directors Association Certificate in Private Company Governance, 2007
Educational Background
- Bachelor’s degree, University of California, Berkeley, 1990, 1986-1990
Firm News (Newsletters)
- The cornerstone of many modern tech startups is data. From names and email addresses to IP addresses and GPS locations, if your company collects users personal information, you assume an important legal responsibility for how that information is handled and protected. Founders are understandably focused on product development and growth, but they should not underestimate the legal responsibilities that come with collecting, handling, and storing the personal data of users. Most startups begin with small internal teams that rarely include a legal professional, but while some privacy laws only apply after certain thresholds are met, data privacy compliance begins for many startups as soon as they begin collecting personal information. Organizations shouldn't assume they're exempt, simply because they're small. The good news is that you don't have to hire an in-house legal team to make privacy compliance a central part of the work you do. A data privacy lawyer for startups can help by providing invaluable guidance to ensure that a company takes data privacy seriously, and minimizes startup data privacy legal risks. What is a Data Privacy Lawyer for Startups? Data privacy lawyers for startups help new businesses understand their legal obligations in how they collect, use, store, share, and protect the personal data of users. The natural inclination of many startups is to collect as much data as possible about their users. Names, email, phone numbers, home addresses, IP addresses are all commonly collected, but in recent times, companies are gathering biometric data and health information, financial information, and even photos. With every piece of data a company collects, stores, or uses comes a responsibility to protect it. It's not just a moral responsibility. There are privacy laws in the United States and internationally that require businesses to manage personal data responsibility. That responsibility is growing. The rapid adoption of artificial intelligence technologies has also made data privacy even more complex. Startups using AI rely on large datasets to train models, but not all data can be legally collected for that purpose. Data privacy lawyers help startups understand what types of data they can collect, how they can be used, and what disclosures or consent may be required under privacy laws. Companies that suffer a data breach or privacy violation can face fines into the millions of dollars, exposure to class-action lawsuits, and reputational damage. That's where data privacy attorneys for tech startups play a valuable role. They help startups answer essential questions like “can we collect this data?”, “do we need consent?”, and even “should we collect this data?” Many startups invest in cybersecurity, but that only protects their platforms technically. Legal counsel plays an important role in protecting the company from legal exposure if a data breach occurs. Depending on the industry they serve, startups may need to comply with laws such as HIPAA, CCPA/CPRA, and COPPA, as well as international regulations like GDPR.Privacy lawyers help startups formulate plans around how to respond to a data breach, how to report it to regulators and customers, and how to minimize the reputational damage that can result from a breach. Five Common Startup Data Privacy Legal Risks Despite the large amounts of data that startups collect, data privacy compliance is sometimes treated as an afterthought. Without a conscious effort to protect data, startups face significant legal risks around data privacy. Below are five of the biggest data privacy legal risks startups face without the help of a data privacy compliance attorney. Collecting Too Much Data A startup builds an app and at sign-up they ask the user for their full name, birthday, phone number, email address, access to their contacts, their GPS location, and even photos on their device.But functionally, the app only needs an email address.Overcollecting data creates unnecessary legal exposure for a startup. Many data privacy laws emphasize data minimization, the idea that companies should only collect data that is needed for their product to function. Inadequate or Missing Privacy Policies Startups often use templated privacy policies in their early stages to quickly get a policy in place. But these don't usually provide an accurate description of the types of data that is being collected, how it will be used, or where it will be stored. Privacy policies need to be tailored to the specifics of the information being collected by the company. Collecting Data Without Proper Consent Some startups automatically collect data without proper consent. They may automatically subscribe users to their marketing emails, pre-check consent boxes, or collect location data without proper disclosure. Different jurisdictions have differing requirements for consent, which a data privacy lawyer for startups can help you identify. Collecting undisclosed forms of information can expose a company to claims of deceptive business practices and privacy violations. Data Breaches One of the biggest risks comes from data breaches. When the personal data of customers is exposed, companies can face regulatory investigations, fines, and potential lawsuits. Depending on the applicable laws, they may also have a legal obligation to notify regulators and affected users within a specific timeframe. A data breach can also raise investor concerns, potentially jeopardize contracts with third parties, and bring reputational damage to a company that can take years to recover from. International Privacy Laws Because many startups launch globally from the very beginning, they may be subject to data privacy laws in other countries. Even if a company is based in California, when they have users from other countries, they may be subject to privacy laws in multiple jurisdictions. How a Data Privacy Lawyer Protects Startups The best time to work with a data privacy lawyer for startups isn't after a data breach. It's before a company launches, enters an international market, or releases a new feature that collects user data. Addressing potential privacy issues before they become violations is far less expensive, and less stressful, than waiting for a breach to occur. Identify Data Privacy Risks Before Launch Startups can benefit from a data privacy lawyer's help before the product ever reaches consumers by proactively identifying data privacy risks. A lawyer will ask questions about the types of data being collected, why it is being collected, and if it is necessary for the product's functionality. This process helps with data minimization. Draft Privacy Documents Rather than using templated privacy agreements, a data privacy attorney for tech startups can draft privacy policies, terms of service, cookie policies, and data processing agreements that match the actual practices of the company. Data Privacy Compliance An attorney can also provide startups with data privacy compliance advice. A startup may be simultaneously responsible for compliance with data privacy laws in multiple countries and regions. An attorney helps startups create policies that meet applicable privacy laws, while balancing the company's data needs. Review Contracts Startups work with many different vendors and partners, and they often exchange or process data which both companies may share legal responsibility for. Enterprise customers often review a startup's privacy and security practices, and possibly request contractual commitments to safe data handling before signing a contract. A data privacy lawyer can help startups prepare for this process, and negotiate agreements that support future business growth. Data Breach Response When a data breach occurs, a data privacy attorney can advise the company of their user notification and regulatory reporting obligations. They can help them draft customer communications, and preserve evidence for regulators. Consulting with a lawyer on the response to a data breach helps reduce the company's legal exposure. Support Fundraising & Business Growth When startups seek fundraising, pursue an acquisition, or begin selling to larger enterprise customers, investors and prospective clients will conduct due diligence on the company's privacy and data handling practices. Weak privacy practices can delay funding, reduce the company's valuation, or jeopardize a partnership. An attorney can help the company prepare for this by ensuring their privacy policies are compliant and that contracts and other documents are in order. What Can Happen if a Startup Neglects Data Privacy Compliance? Data privacy compliance may not be at the top of every founder's mind, but the consequences of a data breach or privacy violation are far reaching. There are the obvious financial consequences that come from regulatory fines. HIPAA violations range from four to five figures per violation, while the European Union's General Data Protection Regulation (GDPR) fines cap out at €20 million or 4% of a company's annual global revenue. Then there's the potential for class-action lawsuits, the expense of notifying users of a breach, and legal fees. Non-compliance can also lead to government investigations into your company. If those potential consequences weren't enough to illustrate how devastating a data privacy breach can be, consider the impact one can have not just on your current investors, but future investors as well. The reputational damage of even a single data breach can be felt for years. Ultimately, founders should not look at data privacy as a burden, but as a competitive advantage. A strong privacy policy and a focus on compliance with relevant data privacy laws helps startups close larger deals, conduct fundraising with less friction, and build customer trust. Those benefits go far beyond simply avoiding fines. SVTech: Data Privacy Lawyer for Startups and Technology Companies Working with a data privacy lawyer isn't just about avoiding lawsuits and regulatory fines. Emphasizing strong privacy practices helps startups streamline investor due diligence, satisfy enterprise customers, and build customer trust. Startups don't need to become data privacy experts overnight, but the more they prioritize their duties around data collection and handling, the stronger their foundation will be for long-term growth. If you're a startup nearing launch, or preparing to enter into foreign markets, don't neglect your data privacy obligations. The consequences of privacy compliance mistakes and data breach are simply too significant to ignore. To get your startup ready for launch, consider working with a startup privacy compliance attorney to review your data collection and handling practices and minimize your risk. SVTech has been helping startups and technology companies understand and meet their data privacy obligations for more than 20 years. We can help you with proactive legal and data privacy compliance that puts you in position for long-term growth., How a Data Privacy Lawyer Helps Protect Startups from Legal Risks
- The rise of artificial intelligence (AI) has been rapid. Seemingly overnight, AI has made its way into our everyday lives as well as reshaped how businesses operate. But as more and more companies look to adopt AI into their workflows and business models, it's imperative that we are fully aware of AI's legal challenges, as well as its opportunities. As AI systems grow more complex and autonomous, there are significant legal questions around AI and IP ownership, as well as AI and data privacy law. At SVTech, we help our clients understand the legal implications of emerging technologies like AI, so that they can be aware of the potential challenges, as well as the unprecedented opportunities for growth and innovation. Join us as we examine the intersection of AI and intellectual property laws, and offer our insights on the vital role of an AI compliance lawyer. The Rise of AI and Its Legal Challenges We've seen companies adopt generative AI technologies like ChatGPT and Midjourney to help them with everything from marketing, to financial analysis, and research. With the press of a few buttons, work that would take a human hours is done in seconds. But while this technology is moving at lightning speed, our current laws around important concepts such as intellectual property and data privacy are stuck playing catch-up. That is where AI and intellectual property law come into play. Traditional IP systems were built to protect work created by human authors and inventors from being stolen or used without their permission. But AI and intellectual property laws represent a murky gray area. Current copyright, patent, and trademark laws all assume a human creator. But what does the law say when a machine is the creator, author, or inventor of something new? And what if that “new” creation is based on an amalgamation of previous, copyrighted, human works? Another unresolved issue is liability: if an AI system generates infringing or harmful content, who is legally responsible — the developer, the user, or the company that deployed it? These are fundamental questions that must be answered around the intersection of AI and intellectual property laws. Who Owns AI-Generated Content? AI and IP Ownership Law Ultimately we are seeking the answer to the question: Can AI be considered an author or inventor under current law? In the U.S., the Patent and Trademark Office has rejected patent applications naming AI as an inventor, and several court rulings have upheld the notion that intellectual property rights are reserved specifically for human created works. This means in effect that resulting output from a simple AI prompt would not be eligible for copyright ownership. But what about AI output generated from extremely detailed, specific prompts, produced through a number of iterations? Humans that use AI tools as co-creators, editing or arranging the AI's output in a way that demonstrates significant creative control, may be able to claim copyright protection. Maybe.AI and IP ownership law is still very much a legal gray area. And until there is more progress at the legal level, establishing guidelines in your organization around AI authorship and attribution is essential. A clear AI ownership policy and clear contracts with customers/vendors will help minimize disputes. AI and Trademark Law Beyond simply determining who owns AI output, there is also the question of whether the output violates existing trademarks or copyrights. AI is trained on extremely large datasets, many of which may contain copyrighted works. This means that AI has the potential to create output that is extremely similar to existing trademarks. Whether it's a marketing slogan or a logo, if you use AI output that too closely resembles an existing trademark, you could be in violation of someone's trademark. Training AI and Data Privacy Law We've talked about the legal grey area around ownership of AI output, but there are important AI legal challenges around AI and data privacy law. In order for AI to function, it requires vast amounts of data – data that often contains personal information. Existing international regulations, including the EU's AI Act and GDPR and California's CCPA and CPRA update, as well as other state laws, have strict rules for how organizations can collect, store, and use personal data. Any companies that use AI models must be cognizant of how biometric data, voice recognition, and consumer behavior tracking is used within their AI models. Working with an AI compliance lawyer can help ensure that your organization obtains the proper consent from users and ensures transparency. They can also help you build in safeguards against potential misuse. The price to pay for non-compliance with AI data privacy laws is steep. Not only can you be met with significant fines, you can cause severe damage to your business's reputation and lose consumer trust. Keeping up to date and in compliance with AI data privacy law isn't optional – it's essential in today's competitive market. Opportunities in AI for Businesses While there is currently a great deal of uncertainty regarding AI and legal challenges, there are also tremendous opportunities for businesses who are willing to act while regulators and courts are still defining boundaries. The companies that engage in AI compliance and privacy now stand to gain a competitive advantage. Some key opportunities for businesses to seize while it's still early in the AI game include: Strengthen IP Portfolios While AI isn't as of now able to be credited as an inventor or creator, businesses can certainly still use AI tools to help conduct research and development. For example, AI can analyze vast amounts of data far faster than humans, which can greatly speed up development cycles. Working with an intellectual property lawyer for AI is a crucial advantage that can help you leverage AI advancements to create more IP for your portfolio. Protect Your Intellectual Property and Trademarks We talked about the potential for AI to infringe on the IP and trademarks of others, but AI can actually benefit you as a trademark owner. AI-powered systems are able to monitor the internet in real time to search for cases of potential trademark infringement, such as unauthorized logo use and even identifying counterfeit goods. An AI compliance lawyer can help you seize the opportunity to take a proactive approach to AI and trademark law, helping protect your brand and its reputation. Enhanced Compliance AI tools themselves can be used to measure your compliance. Rather than wait for a regulator to inform you of a privacy violation, AI tools can automatically check how data is being collected, stored and used within your organization. This approach is called “compliance by design”, because it integrates compliance into your processes from the very start. For example: An AI system could raise a flag when sensitive customer information is being used in a manner that is not consistent with current privacy laws. AI systems can also track how your data moves through your company, and notify you if something looks risky. By taking a proactive approach to compliance, you reduce the risk of violations and keep regulators happy. It also builds consumer trust when they have peace of mind knowing their data is being safely handled. Global Market Readiness Major players across the globe, including the US, EU, China, and other developed regions, are adopting their own rules around AI and IP. Aligning your practices with these emerging international standards, such as the EU's AI Act, set to take effect in phases through 2026, and will impose strict obligations on companies deploying AI in Europe, will leave you well positioned to do business internationally in the future, without having to rush to conform to new standards. Shape the Future of Regulation Perhaps the most important opportunity for businesses in AI is the chance to lead responsible usage of AI. Companies at the forefront of responsible AI practices have an opportunity to engage with policymakers and industry groups to influence the development of AI standards. Working with a compliance and intellectual property lawyer for AI can help you forge your own policies that will help you stand out at the forefront of the AI movement. Why Choose SVTech as Your AI Compliance Lawyer? While the legal landscape around AI data privacy law and intellectual property is still taking shape, SVTech can help you stay ahead of the game. SVTech can help you: Conduct an AI IP Audit: We can help you conduct a thorough review of any planned or existing uses of AI assets to identify potential risks involving ownership, copyright, trademark, and data privacy. Create Policies for Ownership and Attribution: We will create a legal framework for your organization to define who owns AI outputs and how they will be attributed. Negotiation Support: Our 25 years of experience will help you negotiate favorable terms, while keeping a positive relationship with your partners. Contract Creation: As skilled intellectual property lawyers for AI, we can help you draft contracts, licensing agreements, and compliance documents for use of AI technologies and assets with your clients and partners. Identify New Opportunities: As your AI compliance lawyer, we can advise you on new opportunities to harness AI to stay compliant and create a competitive advantage. Stay Updated: The legal landscape of AI data privacy law and AI and IP ownership law is changing rapidly. Our proactive legal counsel will help you stay educated and updated on the latest developments. Our contract strategy is comprehensive, providing you with the peace of mind that your contracts are compliant, favorable, and secure. SVTech is Here to Help You Navigate AI Legal Challenges, and Seize Opportunities AI has changed the game profoundly in a short amount of time, and will continue to do so for the foreseeable future. You need an experienced partner who can help you navigate the legal challenges of AI, while also helping you to take advantage of its opportunities. By addressing key issues like AI intellectual property law and AI data privacy laws now, you can take advantage of the benefits of this emerging technology with the peace of mind knowing that your innovations are protected, and while operating in compliance with new and evolving laws. SVTech has served technology companies in the California Bay Area for over 25 years. We understand the importance of innovation, and can help you embrace the possibilities AI offers and ensure you stay compliant with data privacy and IP laws.Contact SVTech today for an initial, no-obligation consultation and let us help you navigate AI legal challenges with confidence. , The Intersection of AI and Intellectual Property Laws: Opportunities and Challenges
- Building a business from scratch in Silicon Valley is hard work. Between product development, marketing, sales, and administration, it's easy to overlook legal and regulatory requirements. No matter how much you plan, sooner or later every business needs legal counsel. And with legal work, an ounce of prevention really is worth a pound (or kilogram) of cure. However, hiring a full-time, in-house legal counsel is simply cost prohibitive for many small-to-midsized companies. So what do these growing organizations do? For many, the solution lies in outside general counsel services (OGC). These services provide a flexible, cost-effective way for organizations to get legal guidance when they need it most, from someone who knows their business. All without the overhead of a full-time legal hire. For businesses in the early stage, when capital is precious, outside general counsel services present an opportunity to receive strategic, ongoing legal guidance on a much more flexible basis. Outside general counsel lawyers bring tremendous benefits to early-stage companies. They provide strategic advice, guidance in corporate governance, IP protection, and risk management, helping create a sound foundation that supports future growth. What Are Outside General Counsel Services? Outside general counsel services refer to attorneys or law firms that support the legal needs of startups and midsized businesses on an outsourced basis. When businesses require ongoing legal counsel, but are financially constrained from keeping a fully-dedicated, in-house team, these legal professionals provide a similar level of legal counsel that an in-house team would, but without the financial overhead. Outside general counsel lawyers integrate closely with a business. They learn their client's product and operations, and provide continuous legal advice and support for a wide range of legal issues that businesses encounter. Most outside general counsel services offer flexible engagement models, often working on a monthly or annual retainer, or a per-project basis. This flexibility is key, especially for startups, where unanticipated legal challenges can quickly arise. Who Can Benefit from Outside General Counsel Services? For technology-focused startups and small to midsized businesses (SMBs), outside general counsel services are particularly attractive. That is because founders often find themselves focused on product development and customer acquisition, leaving little time to consider the legal requirements of their business. But even a single legal misstep, like failure to protect intellectual property or meet compliance obligations, can set a company back months. OGC services minimize the risk of legal errors, giving businesses confidence to focus on their core operations. Even established businesses can reap the benefits of hiring an outside general counsel. Companies in heavily regulated industries need a legal partner to ensure they remain in compliance with industry-specific laws, as well as federal, state, and even international data privacy and security laws. Businesses who are preparing for a round of fundraising or that are exploring expansion, mergers, or acquisition opportunities can benefit from the strategic guidance of business legal counsel services. Why Hiring Outside General Counsel Makes Good Financial Sense For organizations in the early or middle stages of growth, outside general counsel services make financial sense for a variety of reasons: Cost Savings: Organizations get access to experienced legal counsel and advice without the costs associated with a full-time hire. In-house counsel typically requires a six-figure salary, plus benefits and perks. Working with outside counsel on an outsourced basis is often more cost effective. Access to Expertise: These professionals are trusted advisors who understand their clients' business and can proactively issue advice before a legal situation becomes an emergency. Scalability & Flexibility: Their services are often flexible and scalable, allowing their clients to get the help they need, without overpaying for services they don't need. Core Services Offered by Outside General Counsel Lawyers Most outside general counsel lawyers provide a broad range of legal services. For startups and SMBs, they typically offer: Corporate Governance Legal Counsel Outside general counsel lawyers routinely help founders ensure they choose the right corporate structure. They assist with creating bylaws, board policies, and fiduciary duties. OGCs can help plan for fundraising rounds, and ensure that founders' interests are protected when negotiating with investors. Contracts & Agreements Many startups establish business relationships with a variety of vendors and contractors. Business legal counsel services help them negotiate, draft, and review SaaS agreements, licensing deals, vendor contracts and non-disclosure agreements (NDAs) that govern these relationships so that they are clear and enforceable. Mergers and Acquisitions Merging with or being acquired by a larger company is a significant achievement for a company, but before signing any agreements, outside general counsel services can review the proposed details to identify risks and protect your interests. A good OGC service can help you review stock purchase agreements and other relevant documents before finalizing the deal. Intellectual Property & Employment Matters Securing your intellectual property (IP) is one of the most important considerations for a startup or mid-sized company. OGCs help tech startups protect their IP from theft and misuse. They also help organizations create employee agreements and policies, comply with labor laws, and create equity plans. Risk Management, Privacy, & Strategic Guidance Not all legal issues are transactional. Outside general counsel services can help their clients evaluate risk profiles in new ventures, product launches, and geographic expansions. In addition, data privacy is one of the most critical areas where OGC services can make an impact. Organizations that collect personal data, including those working with AI, healthcare technology, and other regulated industries have both a legal and ethical obligation to keep their users' personal data safe. Outside general counsel lawyers help their clients navigate regulatory requirements like the California Consumer Privacy Act (CCPA) and the EU's General Data Protection Regulation (GDPR). They assess the organization's policies and procedures for collecting, handling, and storing consumer data so that privacy risks are addressed before they become legal liabilities. Their ongoing legal support is essential to helping young companies maintain compliance as they scale, and protecting consumer trust. The Benefits of Hiring Outside General Counsel for Tech Startups & SMBs Outside general counsel services help businesses get more than just basic legal compliance. They help businesses get more value for their money, by avoiding the expense of a full-time hire, while still receiving high-quality and experienced legal counsel that fully understands corporate governance, IP issues, contracts, employment law, and regulatory compliance. Whether it's ongoing legal counsel for business or a specific short-term project, OGC services provide flexibility. Clients can scale their services up or down to meet their current needs, ensuring that they're never overpaying for services they don't need. That flexibility helps OGCs grow with their clients as they scale through their corporate lifecycle. They can proactively anticipate issues and provide legal guidance before they escalate, ultimately saving time and money, and even preventing reputational damage. SVTech: Outside General Counsel Services for Small and Midsized Businesses Outside general counsel lawyers give startups and SMBs a flexible and cost-effective way to get experienced legal counsel that they may otherwise be out of reach. OGCs provide a range of services to meet evolving business needs, from corporate governance and compliance to employment and contracts. For over 25 years, SVTech has provided in-house and outside general counsel services to a wide range of Bay Area technology companies. Past clients include Accela, Amazon (Alexa), Shutterfly, and other public and private companies ranging in size from under $1 million to over $1 billion in annual revenue. Today, we bring that same depth of operational experience to our outside general counsel services. Our clients receive practical, business-focused legal guidance on a flexible, outsourced basis, grounded in real-world company operations. We work closely with founders and leadership to address the legal challenges that startups face every day, helping them make critical business decisions with confidence. When specialized expertise is required, we also provide access to a network of trusted experts and legal professionals in areas like patent, trademark, and litigation matters. Don't let unforeseen legal issues put your company at risk. Contact SVTech today to explore how our outside general counsel services can support your business growth., The Benefits of Hiring an Outside General Counsel for Your Business
- In the world of fast-paced Silicon Valley startups, a great idea is only part of what it takes to form a successful company. Sooner or later you'll need cold, hard cash—and plenty of it. That‘s when venture capital becomes critical to growth. The right investment can unlock boundless new opportunities and accelerate growth, but without a venture capital attorney to represent your interests, founders can quickly lose control over their company or enter into unfavorable deals that hinder their success. Founders need an ally with the VC legal expertise to help them ensure that the deal they accept is within market standards and free from restrictive terms. This venture capital transaction legal guide will give you an overview of the risks that founders face, and how venture capital legal counsel helps them stay protected. How Venture Capital Financing Works As children, we're often told “money doesn't grow on trees,” and that is especially true when it comes to venture capital. Startups need capital. VC firms provide it, but always in exchange for equity and return potential. In exchange for the funding startups need, VC firms expect equity in the company. How much equity must be given up in exchange for that funding depends on many factors, but investors are looking for a chance to earn a significant return upon exit, whether that is through an acquisition or initial public offering (IPO). When startups seek capital, they do so based on their current growth stage. The Seed stage is when a startup is seeking the initial capital needed to build a functional version of their product or idea, often referred to as the minimum viable product (MVP). Series A funding is the next stage of venture capital, where funding serves to scale a proven concept and bring it to a greater number of users. Series B and additional funding rounds are often focused on expanding market reach and internal operations. Through each of these stages of funding, negotiations between founders and VC firms center around several key factors: Valuation: The agreed-upon value of the company at the current stage of growth Ownership percentage and control: How much stake in the company belongs to the founders and how much belongs to the investors as well as who has voting rights/control of the company Board composition: How board seats are allocated for decision-making Investor rights and protections: VC firms want assurances that their investment will be protected and so ask for protective provisions to ensure they have the ability to approve certain transactions When a venture capital firm is ready to begin negotiations with a startup, they outline their offer in an initial term sheet. Receiving a term sheet serves as the starting point for negotiations and is the ideal time to begin working with venture capital legal counsel. What Do Venture Capital Attorneys Do? Venture capital deals are complex. A venture capital attorney provides founders with legal and strategic guidance through the financing process. Deal Structuring Attorneys help determine how a deal is structured. VC deals are typically structured as equity financing, convertible notes that convert into equity at a later stage, and Simple Agreements for Future Equity (SAFE). How the deal is structured affects founders' dilution of equity, their control over the company, and future fundraising opportunities. Negotiation Support Investors present an initial term sheet to a startup’s founders, opening the door for negotiations. Venture capital counsel supports founders by evaluating terms and identifying non-standard provisions. Their VC legal expertise is essential to ensure that the deal aligns with market norms. Drafting and Reviewing Agreements After the term sheet is agreed upon, venture capital attorneys draft the definitive agreements, including the amended articles of incorporation, stock purchase agreement, and investor rights agreement. Other ancillary but important documents include the right of first refusal, co-sale, and voting agreements. Attorney oversight here is essential. These complex documents move the deal from the negotiation stage into binding legal language. Legal Due Diligence in Venture Capital VC attorneys prepare their clients for investor due diligence. They review corporate structure, intellectual property, cap tables, and existing contracts and liabilities. They identify and resolve potential issues before they can delay or jeopardize the deal. Venture Capital Regulatory Compliance Venture capital legal counsel helps organizations ensure compliance with federal and state securities laws, including proper exemptions, filings, and disclosures. Meeting these venture capital regulatory requirements reduces the risk of penalties and future legal issues. What Leverage Do Founders Have in VC Deals? It's common for founders to assume that they are at a disadvantage when negotiating VC deals. Investors have the capital and experienced legal teams behind them, leaving founders to wonder if they have any leverage to negotiate at all. However, venture capital operates within highly standardized norms. Investors follow these norms because imposing overly aggressive terms can damage their reputation and jeopardize future deals. Instead, VCs aim to find strong companies they can help grow. Keeping founders motivated and aligned is why most deals stick to market norms. The reality is that founders do have leverage, but they must know how to use it. A venture capital deal structure lawyer can help them exercise that leverage. Leverage comes from the traction you already have: your existing revenue, your user base, and market opportunity. It also comes from competition among investors themselves. A startup gains significant leverage when it negotiates with two or more VCs. That doesn't mean it's easy, but it is possible to effectively negotiate a solid venture deal with the right venture capital attorney. Where Founders Are Vulnerable, and How Venture Capital Counsel Protects Them Even with standardized VC terms, founders still face risks that aren't always obvious. Experienced venture capital counsel helps founders identify these risks early on and negotiate protections that preserve the long-term health of the startup. Ownership and Economic Risk A founder's biggest risk is excessive dilution of their equity. Unfavorable exit economics, like aggressive liquidation preferences and anti-dilution protections, can also have a negative impact. Venture capital attorneys make sure that these terms stay within market standards by negotiating fair valuation and equity allocation and reasonable liquidation preferences. Control and Governance Board composition, voting rights, and protective provisions can strip founders of decision-making power if not structured carefully. A venture capital deal structure lawyer helps founders establish balanced governance structures that keep founder influence in key decision-making scenarios. Hidden or Non-Standard Terms Certain clauses like participating preferred stock, full ratchet anti-dilution, or restrictive covenants can create long-term disadvantages. VC legal expertise is needed to identify these clauses early and negotiate a more favorable alternative. Negotiation Strategy and Deal Positioning Founders may lead conversations with investors, but they don't always know what standard terms are for a venture capital deal structure. Lawyers help by breaking down term sheets, advising where to push back, and evaluating multiple offers. Preserving Future Fundraising Decisions made in early rounds affect future investment opportunities. Venture capital attorneys help keep a clean cap table and ensure that terms support future fundraising opportunities, rather than hinder them. SVTech: Venture Capital Legal Counsel and Support Venture capital financing is one of the most important opportunities founders face in building a company. While capital is essential for growth, founders must be wary of how term sheets are structured and negotiated. This is where founders can make or break their ultimate return. Engaging a venture capital attorney early on in the process, before term sheets are signed, gives founders the best chance to secure favorable terms and avoid unnecessary risk. With over 25 years of experience supporting the legal needs of startups in Silicon Valley, SVTech helps founders navigate each stage of the VC process, from term sheet negotiations to due diligence and closing.Contact SVTech today to begin the discussion around how venture capital legal counsel can help you secure your next round of funding. , How a Venture Capital Attorney Protects Founders in Venture Capital Finance Deals
- Raising outside capital is one of a startup's biggest milestones, but there's more than just a company's immediate financial future at stake. Investors don't just give away money. Every financing round creates long-term consequences for the company. The decisions made during fundraising can affect everything from ownership rights to board composition and future growth opportunities. Legal counsel for investors will be working hard to represent their client's interests, which can be in direct conflict to those of founders. Startups need someone to represent their interests. Showing up to a fundraising round without legal representation is a little like showing up to a tennis match without a racket. Whether it's your first time raising funds or you're an experienced entrepreneur, startups benefit from working with a venture capital lawyer to protect their interests, and help them understand the legal and business implications of a deal before they sign. Why Startups Need a Venture Capital Lawyer During Fundraising It's not uncommon for founders to assume that because there is already legal counsel for investors, they don't need someone to represent them. “They'll handle all the paperwork.” “The contract terms are standardized.” “There's no room to negotiate.” These assumptions all make a fundamental mistake: that legal counsel for investors will negotiate a deal that suits both parties. However, investor counsel is responsible for protecting the interests of the investors they represent. Founders can't assume that anyone will protect their own interests. Hiring a venture capital lawyer ensures you have someone on your side to represent your interests during negotiations. A venture capital lawyer helps founders strike a balance between getting the funding they need and striking a deal that can significantly reduce their ultimate returns from building their company. Excessive dilution during Seed and early-stage fundraising can make future financing rounds more challenging. It also runs the risk of stripping away founder control over key decisions. Lawyers with venture capital legal expertise understand this and will look beyond the current round to see how the deal impacts future fundraising efforts and the founders' ultimate returns. Key Services Venture Lawyers Provide During Funding Rounds Experienced venture capital lawyers often have significant experience guiding startups through financing rounds. Venture lawyers are there to help prepare the company for due diligence, negotiate financing terms, manage closing documents, and advise the founders on the long-term implications of the deal. Preparing for Due Diligence Before investors commit to a deal, they will conduct thorough due diligence into the startup company to uncover potential risks. A VC lawyer helps their clients prepare for this level of scrutiny by identifying and fixing issues before due diligence begins. They help startups identify things like cap table inconsistencies, missing founder agreements, improper stock issuances, and unclear intellectual property ownership. Cleaning up these issues before investors can discover them helps the company put its best foot forward. It lets investors know that the founders are capable, and thereby facilitates an efficient transaction. VC Deal Structuring and Negotiation One of the main roles of a venture capital lawyer is to assist their client through the process of VC deal structuring and negotiation. Investors expect something in exchange for their investment. They will present a term sheet to the venture that includes their conditions for funding. Common provisions include voting rights, board representation, liquidation preferences, anti-dilution protections, and of course, equity ownership. Venture capital lawyers also help founders understand how proposed financing terms may affect ownership percentages and capitalization over time. Their job isn't just to evaluate the deal based on the current round, but also how its terms may affect future fundraising efforts, acquisitions, and exit returns. Founders often assume that these terms are not negotiable, but VC deal structuring is more negotiable than many think. That's important because even the most minor term in a VC term sheet can have ramifications on future fundraising, acquisitions, and exits. Experienced venture capital lawyers ensure their clients understand every aspect of the deal before signing, and help them negotiate where possible. Managing Closing and Beyond Venture lawyer services will see the deal through to completion. They help their clients finalize agreements, ensure that the board approves of the transaction, and that all documents are signed by the required parties. Crucially, they help ensure regulatory compliance and coordinate share issuances. Even after closing, they continue providing legal services for startups including assistance with governance compliance and investor reporting obligations. The Benefits of Working with an Experienced Venture Capital Lawyer Choosing to work with an experienced corporate lawyer for startups is all about creating a level playing field during negotiations. Without someone to represent your interests, legal counsel for investors has the potential to steer negotiations in a one-sided direction. Business legal counsel is especially valuable for inexperienced or first time entrepreneurs because they don't know when terms are overly investor friendly. An Attorney can explain the practical effect of the difference between what is offered versus the alternatives. Understanding market terms is one area where founders can greatly benefit from venture capital legal expertise. Experienced VC lawyers know which provisions are commonly accepted in startup financings and which terms may be negotiable. That's a valuable perspective that founders often lack. It helps them evaluate a term sheet against common venture capital practices, rather than viewing every term as non-negotiable. Representation from professional business legal counsel is also a signal to investors that your organization is professional and prepared. Experienced venture capital lawyers help reduce transaction friction, resolve issues more efficiently, and keep negotiations moving forward. Perhaps most importantly, by establishing a relationship with a venture capital lawyer you gain an ally who can support your business's legal needs beyond your first fundraising event. They can help you with everything from corporate governance to regulatory compliance, and keep you prepared for future fundraising rounds. Choosing the Right Venture Capital Lawyer Every venture capital lawyer is a corporate lawyer, but not all corporate lawyers have significant startup financing experience. That's because startups operate in a highly specialized legal and financial world with its own market norms, investor expectations, and deal structures. A typical corporate lawyer understands business formation, vendor agreements, and compliance matters. They may be responsive, and able to explain complex legal topics to their clients. That expertise is sufficient for a restaurant, service business, or consulting company, but startup founders need more. Founders need someone with the venture capital legal expertise to understand market terms and explain them in plain English: what investors are looking for, what founders can negotiate, and which terms are standard and which can create future problems. Lawyers providing legal services for startups must understand the fundraising goals of Seed, Series A, and Series B transactions. They need to understand the different motivations of startup founders, venture capital firms, and angel investors. They should understand when SAFEs (Simple Agreement for Future Equity), convertible notes, or priced equity rounds are appropriate financing structures versus priced rounds. They must also be able to evaluate a deal not just for the impact in the immediate moment, but how the terms can affect future fundraising efforts, acquisitions, and exit opportunities. SVTech: Venture Capital Lawyer Services for Startups Fundraising rounds have a significant impact on a startup's growth trajectory and founder returns. Decisions made during a fundraising round can have consequences that affect not only day-to-day operations, but the company's ability to attract future investors. Experienced venture capital lawyers do more than just handle paperwork. They help their clients prepare for due diligence, negotiate and structure deals effectively, explain how the different terms can affect ultimate outcomes, and become an ongoing strategic partner in the company's future financial growth. Silicon Valley Technology Law Advisors (SVTech) has been deeply embedded in California technology law for over 20 years. We provide legal services for startups, with extensive experience supporting venture-backed companies from Series Seed funding all the way through to IPO. We provide our clients with strategic guidance throughout the negotiation process, prepare companies for due diligence, negotiate fair terms with investors, and assist with governance and future growth planning. Before you enter into any fundraising negotiations, you need reliable business legal counsel that understands the startup and venture capital lifecycle. Contact SVTech to set up an initial consultation. We can discuss your company's fundraising needs and create a strategy that puts you in position for productive negotiations., What to Expect from a Venture Capital Lawyer During Funding Rounds
- Life at a startup moves fast. What begins as an idea quickly turns into building a minimum viable product, hiring talent, attracting customers, and eventually raising capital. From product development and hiring to fundraising and expansion, every phase of a startup's lifecycle has legal considerations that often take a back seat to growth priorities. The fact is, when they're still trying to build the core project, most startup founders put legal concerns on the back burner, trying to handle business formation, contracts and documentation themselves. With so many considerations and hires to make, keeping a lawyer on the payroll isn't usually part of the plan. That's precisely why fractional general counsel has seen a dramatic rise in popularity with early stage companies. It's a model that's tailor-made for startups: Experienced legal professionals work on a part-time or as-needed basis to solve a growing company's legal needs and, very importantly, create a solid legal foundation that allows companies to scale faster when that time comes. What is a Fractional General Counsel? Traditionally, tech companies had two options when it came to meeting their legal needs: hire a full-time legal team or turn to outside counsel when an issue arises. Fractional general counsel services change the model, giving startups ongoing access to experienced legal leadership, without the expense of full-time in-house legal counsel. Hiring a single attorney full-time usually requires a substantial investment in salary, benefits, and in Silicon Valley, often equity compensation. Working with outside legal counsel can be cost effective for isolated, one-off legal issues, but can add up quickly when legal guidance becomes ongoing. Outside attorneys also require time to get up to speed with your company and its situation, which makes it difficult to get immediate strategic advice. Instead, fractional GCs, who are often former in-house GCs, typically use a retainer or subscription model that gives a company access to their services anywhere from a few hours a week to a few days a month. They can also be brought in for the duration of a specific project or initiative, or to help prepare for a fundraising round. During that time, they become familiar with the company's product, leadership, and long-term goals. Ultimately, they're there to help guide a business through its decision making and legal challenges. It's a model designed to fill the gap between relying entirely on expensive outside law firms and hiring a full-time legal team, while still giving a company access to highly skilled legal help. One important thing to keep in mind is that a fractional general counsel will have limited availability. The very nature of the model means that they will have other clients and their time will be split. The Legal Challenges Startups Face Many founders are so heavily involved in the day-to-day grind of launching their company that they underestimate the legal challenges that startups face. Even at the earliest stages, there are so many issues to consider that legal consulting services make practical sense. Working with a part-time general counsel early on lets your professional relationship grow together. From day one, founders need to consider their specific business formation, founder ownership agreements and equity stakes. Founders who opt for legal consulting services early on create a stronger legal foundation for their company to build on. Once a company makes its first hires, they will need help with employment and contractor issues. Startups work with many different vendors as well, and those relationships need contracts as well. Then there are issues like intellectual property protection, AI governance, data privacy, and cyber security. Trying to navigate these highly specific areas without legal help opens the potential for issues that complicate operations and slow growth down the line. The longer you wait to address them, the harder these issues will be to solve. Most startups approach all of these issues from a reactive position. They try to handle them internally, but with so much happening at once, these issues deserve more attention. Outsourced general counsel helps founders get that help before costly problems arise. Why Fractional GC Services Are Becoming More Common Turning to fractional GC services brings immediate benefits to startups. Cost Efficiency Hiring legal counsel full-time doesn't come cheap. The cost to bring an experienced attorney in-house requires executive-level salary, health insurance and benefits, often including equity compensation. That can quickly exceed hundreds of thousands of dollars, and doesn't even account for the cost of the potentially months-long recruiting process. Because fractional GC service engagements are based around a client's needs, startups get access to senior legal expertise without the commitment of a full-time executive-level hire. That creates a significant cost savings potential, and is one of the biggest drivers of the surge in the popularity of part-time general counsel. Strategic Legal Guidance Startups most often turn to outside counsel when they are preparing for major transactions or for litigation. But there are hundreds of strategic and legal-adjacent questions that founders may have in the meantime. Fractional legal consulting services can answer broader questions about the business that probably wouldn't be asked of a law firm working on an hourly basis. Questions about what legal risks to prioritize, whether or not a customer contract is acceptable, or how well the company is prepared for due diligence are much easier to get answered when you have a consistent working relationship with an outsourced general counsel. Flexibility & Scalability The needs of a startup often change from month to month. An organization might need help with employee contracts for one or two months and then not have any major legal needs until preparing for fundraising six months later. A full-time legal hire might go mostly unused during that time, but a part-time general counsel's support can be scaled up or down as needs change. Faster Decision Making Having a trusted legal partner available to advise can help leadership make faster, better decisions. Fractional general counsel often participates directly in leadership discussions, which allows the company to tap into their experience and insight and build momentum. Building Infrastructure for Growth A fractional GC helps startups create repeatable systems that make growth more manageable. They standardize customer agreements, employment documentation, compliance policies, and intellectual property protections. They also help establish operational processes for review, approval, execution, and storage of agreements, creating greater consistency throughout the organization. With these critical pieces of legal and operational infrastructure already in place, companies don't have to recreate processes from scratch every time they hire a new employee, sign a customer, bring in a new vendor, or raise capital. That reduces future friction and speeds up decision-making, helping startups scale more efficiently. Investor Expectations When startups begin seeking investment opportunities, having a legal partner is essential. A fractional GC can help an organization prepare for questions about IP ownership, cap table management, regulatory compliance, and data privacy controls before investors begin doing their due diligence. Proactively addressing these areas can help reduce delays and increase investor confidence. When Should Startups Consider Part-Time General Counsel? A startup's legal needs differ greatly depending on what stage the company is in. Many startups operate for years before they reach the point where they can justify full-time in-house legal counsel. So when does it make sense to work with a fractional general counsel? Startups should start to consider fractional GC services when legal questions become a regular part of business discussions, rather than an occasional issue. For example, companies that begin experiencing rapid customer growth may need a lawyer to draft customer agreements and terms of service. When preparing to enter a large hiring cycle, companies need their employee classifications and HR infrastructure to be in place. A fractional GC service can get all these areas shored up. In some cases, rapidly growing companies need an interim general counsel to provide temporary legal leadership until a permanent hire is made. Another crucial time to seek legal help comes when a company is preparing to enter into foreign or highly regulated markets. These markets may require special permits or licenses to operate, and can introduce new data privacy, employment, tax and regulatory obligations. Patents, copyrights, and other intellectual property assets must also be protected, and compliance with local data privacy and cybersecurity laws must be ensured. When preparing for fundraising, fractional general counsel helps ensure that the company is prepared for investors who will conduct due diligence, leaving no details overlooked. What to Look for in a Fractional GC Partner Choosing the right partner as your fractional general counsel means more than just finding someone to provide corporate legal support. You need a strategic advisor who aligns legal strategy with business growth. One of the first qualities to look for in fractional general counsel is prior experience working with startups. The legal challenges startups face are far different from those of more established companies. The more startup experience they have, the more likely they are to have seen problems like yours before. You'll also want to work with a fractional GC that has significant knowledge of the technology industry. This is especially important when it comes to understanding how venture-backed startups operate, and new and evolving legal frameworks surrounding AI, data privacy, and regulatory compliance. If their experience is in a different industry, they won't be able to offer as much help as someone who has spent years working in technology law. SVTech: Fractional GC Services for Silicon Valley Startups and technology companies working in the heart of Silicon Valley need experienced legal support, but not every company is at the stage where they can justify a full-time legal team. They need legal advisors who understand software, intellectual property, data privacy, and venture financing. Silicon Valley Technology Law Advisors (SVTech) has been helping technology companies with customized legal guidance since 2006. Unlike firms that primarily serve established enterprises, SVTech regularly works with startups experiencing rapid growth, exploring venture financing opportunities, intellectual property concerns, AI-related legal questions, software licensing, and data privacy obligations. We understand that the legal challenges that startups and midsized technology companies face are different from those of the largest institutions. That perspective helps our clients receive advice that is tailored for their specific business needs. Whether your company needs ongoing fractional general counsel services, interim general counsel during a period of growth, or strategic guidance through a fundraising initiative, SVTech provides the flexible legal support that Silicon Valley startups need. Our goal isn't just to answer the legal questions you have today. We strive to become a long-term strategic legal partner that helps you navigate the risks and opportunities that growing companies face, so you can scale with confidence. To learn more about how SVTech's outsourced general counsel and legal consulting services can be tailored to your company's needs, contact us today., The Rise of Fractional General Counsel: Meeting the Legal Needs of Silicon Valley Startups
- Startups seek outside funding to provide the resources they need to accelerate growth. Meanwhile, investors seek promising companies that can deliver them long-term returns. Before entering negotiations, each side can benefit from a venture capital lawyer who can help represent them throughout the negotiation process, protect their interests, and manage risk. Without legal guidance, startup founders risk giving away too much control of their company in exchange for financing. Likewise, investors assume great financial risk. Before they commit to capital, they need to have confidence that the company is properly organized, owns its intellectual property, and isn't hiding legal issues that could jeopardize the investment. For both startups and investors, entering negotiations without a startup attorney with expertise in venture capital can expose both parties to significant legal and financial risk. The role of an attorney in venture capital extends beyond simply drafting agreements. It's about balancing the legal, financial, and strategic risk that their clients face now and in the future. Why Venture Capital Law is Complex On the surface, venture capital may seem straightforward: founders exchange equity in their companies for capital needed to expand operations and scale. But below the surface, every venture capital negotiation is really about creating a balanced, long-term legal and financial relationship between founders and investors who sometimes have competing interests and priorities. Founders want to raise capital to fund growth, while maintaining as much upside and control of their company as possible. Investors want to maximize their returns, while protecting against potential risks. Companies must comply with a variety of regulatory requirements at both the state and federal levels before a transaction can be completed. Still, founders often try to use templated venture capital documents from online sources to structure these deals. It may seem like a good way to save money when funding is tight, but those documents can't possibly account for the many variables that exist in a venture capital deal. The decisions made in a single round of funding can have far-reaching consequences that affect how the company is run, its ability to raise future funding, and eventual exit opportunities and returns. For both investors and startups, experienced VC attorneys don't just draft transaction documents. They serve as strategic advisors to their clients, helping them evaluate the legal risks and negotiate deal terms that can position them for long-term success. How a Venture Capital Attorney for Startups Can Help For founders, the role of an attorney in venture capital starts before negotiations ever take place. Preparing the Company for Investment Whether it's an LLC or C-Corp, startups need the right legal structure. A venture capital attorney for startups will help their client weigh their options and get the right formation locked in place. They'll also help put the groundwork in place for a smooth transaction including cleaning up the company's cap table, ensuring founder agreements are in place, reviewing stock issuances and employee equity plans, and ensuring that the company has ownership rights to its intellectual property. Negotiating the Term Sheet First-time founders often assume investor term sheets are non-negotiable. While there are often standard provisions, sometimes investors try to include provisions that give them rights unfavorable to the founders. A venture capital lawyer helps founders analyze provisions like board composition, voting rights, liquidation preferences, and anti-dilution protections to ensure that they are standard and fair for both parties. They push back when necessary, and help prevent founders from agreeing to unfavorable terms that can affect the company for years. Protecting Founder Control Without an attorney to look out for their interests, inexperienced founders risk giving away too much control of their company in exchange for financing. An attorney can help structure a deal that balances founder control by limiting investor board seats, veto and approval rights, and other provisions that can reduce the amount of control founders have. Preparing for Due Diligence Investors will want to go through a startup's recordkeeping with a fine-tooth comb before funding closes. A VC attorney for startups can organize the company's records, employment and contractor agreements, IP ownership, licensing, cap table and customer contracts well before VC talks begin. Poor preparation can delay or even kill a deal, while startups that are prepared for due diligence tend to close faster. Closing Financing When negotiating is done, an attorney helps the company cross the finish line. They prepare, review, and coordinate execution of the transaction documents needed to complete the deal including the stock purchase, investor rights, and voting agreements, as well as other ancillary agreements. They coordinate shareholder approvals, board approvals, disclosure schedules, and any other documents needed to finalize the deal. Corporate Governance After Closing When startups lack a full-time legal team, a venture capital lawyer can serve as a long-term strategic advisor long after closing a funding round. Many VC lawyers continue providing founders with guidance around board governance, shareholder matters, fiduciary obligations, future equity issuances, and ongoing corporate compliance. How a Venture Capital Lawyer Helps Investors While an attorney is essential to helping founders balance fundraising needs with keeping company control, attorneys representing investors help them understand what they're buying and minimize risk. Conducting Investor Due Diligence From the investor side, due diligence is about doing the homework on a company to make sure the investment is sound. A venture capital lawyer will do much of the investigative legwork into the startup, looking at things like whether the company actually owns its IP and technology, whether founder equity is properly vested, and whether there are any pending lawsuits or tax issues that increase the risk of the investment. Negotiating Investor Protections Investors don't write checks to a startup without reasonable safeguards in place. The role of an attorney in venture capital for investors is negotiating those safeguards in the form of provisions like liquidation preferences, anti-dilution protections, and board representation. However, the goal of investors isn't necessarily to control the company, but to protect their investment as much as possible by gaining a say in major corporate decisions. Ensuring Regulatory Compliance Venture capital investments have important regulatory compliance requirements. VC attorneys representing investors and startups help ensure that the deal negotiated complies with state and federal securities laws, and any applicable industry-specific regulations. This area is critical for both sides, as a single mistake can create significant legal exposure and jeopardize a deal. Future Financing Strategy No matter which side they represent, venture capital lawyers must always think beyond the current round of funding. If investors try to take too much control of a company in an early round, that may make future fundraising rounds more difficult. Experienced VC attorneys think down the road, helping structure future fundraising, acquisitions, and exit opportunities in mind. The Risk of Moving Forward Without a Venture Capital Attorney Working with a VC attorney provides numerous benefits for both startups and investors, but what are the potential risks of negotiating without legal help? For startups, the biggest risk is signing a venture capital agreement that gives too much control to investors. Without an attorney to represent their interests, startups risk signing unfavorable term sheets that can result in a loss of board control, excessive dilution of founder shares, and IP ownership problems. They might also fail to be prepared for due diligence, which can delay the process and even jeopardize a deal. There's also the potential for securities law compliance issues. For investors, negotiating without an attorney to represent them can result in inadequate due diligence that fails to uncover hidden liabilities. They risk ownership disputes, weak investor protections, and invalid stock issuances. Compliance issues are more likely without a lawyer to structure the deal. It can also be more difficult for investors to exit, and leaves the potential for internal conflict between founders and investors that can lead to expensive litigation. When both sides work with experienced lawyers with startup legal expertise, venture capital deals have a better chance of aligning the interests of both parties. Venture capital lawyers help their clients negotiate agreements that protect their interests, and resolve disputes with realistic compromises. They encourage founders to prepare for due diligence, and help investors identify hidden risks before signing documents. No matter which side they represent, the best venture capital attorneys serve as strategic advisors throughout the negotiation, and through the entire lifecycle of a company. SVTech: Silicon Valley VC Attorney for Investors and Startups Whether you're launching your first startup or evaluating a new investment opportunity, an experienced venture capital lawyer provides guidance that helps negotiate stronger agreements, reduce risk and conflict, and position investors and founders for long-term success. At SVTech, we have extensive experience providing guidance and representation to both founders and investors. With over 25 years operating in Silicon Valley, we deeply understand the dynamics of venture capital law from the vantage point of both sides. We help our clients through every stage of the venture capital process, from company formation and financing to governance, growth, and exit strategies. Our goal is to help founders sign favorable agreements that position the company for future fundraising and exit opportunities, while providing investors with the protections they need to feel confident about their investment. Before you enter into negotiations, contact SVTech to speak with our team. We can represent your interests and help create an agreement that positions each party for success., How Investors and Startups Benefit from Working With a Venture Capital Lawyer
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