As a summary of what we can provide our clients, the easiest way to conceive of Venturous Counsel’s role is that of fractional General Counsel. We advise from deep expertise around preparing for, negotiating and streamlining equity/debt financings, strategic transactions and mergers and acquisitions. The goal of our uniquely mission-driven firm is to help tilt the playing field in our exclusively diverse-led clients’ favor by providing mindful, practical guidance that leverages our expertise to help clients assess risk and make the best decision for their particular situation.

We also work with a network of specialists who are excellent at working with small companies or emerging fund managers and we know when it’s appropriate to loop them in. Every founder I know has a section of their brain that is occupied by low key freaking out about legal, without the ability to really do anything about it. Our goal is to have them give that piece of worry to us so they can unlock more potential.

Company Representation:

  • Venture Financings (debt and equity)
  • Securities Compliance
  • Corporate Governance
  • Employment Agreements, negotiations and related issues
  • Commercial Contracts, such as:
    • Terms of Service and Privacy Policies
    • Customer, Reseller, VAR and OEM agreements
    • Technology Licensing and Assignment agreements
    • Outsourcing, Manufacturing and Supply agreements
    • Agency, Distribution and Franchise agreements
    • Strategic alliances, Joint Ventures and Research & Development agreements
    • Marketing and Sponsorship agreements
  • Mergers and Acquisitions
  • Executive Counseling
  • Privacy Regulation Compliance (e.g. GDPR and CCPA)
  • Government Contracts
  • Open Source
  • Pre-litigation Dispute Negotiation

Fund Deal Representation:

  • Review and summarize deal documentation (including contract review for portfolio companies based in non-US jurisdictions)
  • Review and confirm pro forma cap table calculations
    • This is very important when early-stage investors’ Notes/SAFEs are being converted into equity in the financing. We have found so many errors in pro forma cap tables that cheat early-stage investors from, even when prepared by respected and well-known counsel, because there’s no one representing early-stage investors at the deal negotiation table.
  • Draft and pursue continued enforceability of side letters (particularly around Major Investor and pro rata investment rights)
  • Review portco acquisition documents
  • Create blocker entity to facilitate investment in LLC portcos