Fundraising & Financial Regulation

Fundraising mechanics and securities compliance — SAFEs, convertible notes, priced rounds, 506(b)/(c) verification, accredited investor rules, and the regulatory infrastructure of raising capital.

Web3

SAFTs vs. SAFEs for Web3 Startups: How Pre-Token Funding Actually Works

Founders get told to "use a SAFT" as if it were the crypto version of a SAFE. It isn't. A SAFE converts into equity; a SAFT converts into tokens whose securities status the SEC litigated against in Telegram and Kik. Here's how pre-token funding actually works in 2026.

Founders

The Howey Test for Founders: When Your Token Is a Security

Most founders launching tokens don't have a clear framework for whether they're issuing a security. The Howey test has four prongs, and the SEC has applied each of them to token issuers in ways that would surprise most founders who think 'utility' is the safe word.

Founders

Founder IP Assignment: Why You Can't Raise Without It and How to Get It Done

Investors find missing IP assignments at Series A more often than any other diligence issue. Here's what needs to be in place — and what your options are if formation was sloppy.

Founders

The 83(b) Election: What It Is, How to File It, and Why Missing the 30-Day Deadline Is Permanent

If you received restricted stock at your company's formation and didn't file an 83(b) election within 30 days, the tax savings are gone forever. Here's what the election does, the math, and how to file it correctly.

Founders

SAFE vs. Convertible Note: What Pre-Seed Founders Need to Understand Before They Sign

Everyone tells pre-seed founders to use a SAFE. Here’s what SAFE mechanics, convertible note interest, and the post-money revision actually mean — and when the answer isn’t a SAFE.

Startup Central

Broad-Based Weighted Average (BBWA) Anti-Dilution for Startups: Formula, Examples, and Legal Checklist

Broad-based weighted average (BBWA) anti-dilution is a common compromise term in venture financings: it protects preferred stock investors if the…

Startup Central

Why fully diluted shares can make or break your equity decisions

Most equity confusion starts with a simple denominator problem: founders and early employees look at issued (or even just outstanding ) shares and…

Business Formation & Corporate Governance

How Cap Tables Work: A Strategic Guide for Founders and Counsel

A capitalization table (or “cap table”) is the living record of who owns your company and how they own it — founders, employees, advisors, and…

Startup Central

How Angel Investors and Legal Counsel Can Partner for Successful Early Rounds

Angel money is often the first real “outside capital” a startup takes — capital that comes with expectations, documentation, and a cap table that…

Hardware Founders

Hardware Startup Fundraising: What's Different from SaaS

Hardware startups need more capital, structured differently, across more rounds than SaaS. This guide covers the fundraising mechanics, investment instruments, non-dilutive capital access, and IP structures that define the hardware financing landscape.

Startup Central

Why Legal Oversight of Your Startup Cap Table Is Non-Negotiable

Early-stage teams often treat the cap table as “whatever’s in Carta” or a living spreadsheet.

Startup Central

Building and Managing a Clean Cap Table: A Complete Founder's Guide

A capitalization table ("cap table") is simply a running record of who owns your company and what they own — founder shares, employee equity, and…

Business Formation & Corporate Governance

Legal Compliance and Strategic Stock Issuance for Startups: A Practical Guide

Issuing stock is one of the first consequential legal and financial decisions a startup makes.

Startup Central

Reading the Actual 506(c) Checklist: What "Accredited Investor Verification" Costs You in Time, Fees, and Deal Risk

Most founders treat 506(c) as a permissioned version of 506(b). It is not — it is a separate statutory creation with its own verification burden. The checklist: four safe-harbor methods, what each costs, and what the March 2025 SEC no-action letter changed.

Fundraising & Financial Regulation

Pre-Money vs Post-Money SAFE: What Founders Need to Know

YC updated the SAFE in 2018 and introduced the post-money SAFE. Here's what the difference means for your dilution — with a worked numerical example.

Business Formation & Corporate Governance

Why Legal Expertise Is Critical for Accurate Cap Tables at Startups

A capitalization table (or cap table ) is the record of who owns what in your startup.

Fundraising & Financial Regulation

SAFE vs. Convertible Note: Which Should Your Startup Use?

Both SAFEs and convertible notes let you raise money before a priced round. Here's how they differ structurally — and how to pick the right one for your startup.

Tech Law

Peer-to-Peer Lending Securities Compliance: Reves, Howey, and the Lessons of Prosper and BlockFi

From Prosper's 2008 cease-and-desist to BlockFi's $100M settlement, the SEC has been explicit: peer-to-peer lending platforms are securities offerings. The compliance menu is narrow and the consequences for getting it wrong are growing.

Startup Central

Startup Legal Guide: Entity Formation, Equity, Fundraising, Contracts & IP for Early-Stage Founders

Most early-stage legal mistakes don't happen because founders are careless — they happen because the team is moving fast without a basic map.

Startup Central

The Term Sheet Clauses Founders Skim and Regret: A Line-by-Line Legal Reading

Every founder skims their term sheet. Most regret at least one clause they glossed over — liquidation preference, anti-dilution, board composition, protective provisions. A line-by-line legal reading of what the standard clauses actually do when the deal goes sideways.

Startup Central

Startup Cap Table Guide: Authorized Shares, Dilution, and Investor-Ready Equity

Your cap table is the ownership source of truth behind almost every high-stakes moment in a startup: bringing on a cofounder, granting employee…

Startup Central

Why stock issuance decisions can make or break your startup

Issuing stock means your company legally creates and grants ownership — typically founder shares, employee equity, or investor stock — by approving the…

Fundraising & Financial Regulation

Geopolitical & Regulatory Risk in Angel Deals: A Practical Legal Playbook for Founders and Investors

Tariffs, export controls, sanctions, executive orders, and court-driven shifts in enforcement are no longer "later-stage" problems — they can determine…

Startup Central

Cap Tables Under Regulatory Pressure: AI & Cybersecurity Risk in Digital Health Startup Fundraising

How AI, privacy, and cybersecurity risk should shape fundraising, diligence, and equity terms for digital-health startups. A practical playbook for founders and counsel.

Startup Central

When Sanctions and Asset Seizures Hit the Cap Table: A Practical Legal Playbook for Founders, Investors, and Counsel

Practical legal playbook for navigating sanctions-driven cap table disruptions. Covers day-one response checklists, preventive drafting, and diligence-ready protocols.