Series A Counsel
The Series A is where governance gets set. Liquidation preferences, board seats, protective provisions, and anti-dilution — the terms you agree to at Series A follow your company through every round that follows and define your economics at exit. This is not a round to approach without experienced counsel.
Series A investors are institutional — they conduct full diligence, negotiate every provision, and bring standard-form documents that favor them. Our job is to advise founders through the full arc of the round — from the first term sheet conversation to post-close cap table update.
The Series A term sheet determines the economics of the round and the governance of the company that follows. We review every provision — pre-money valuation, option pool shuffle, liquidation preference structure (participating vs. non-participating), anti-dilution protection, protective provisions, and board composition — and advise on what's market versus what's aggressive.
Every outstanding SAFE and convertible note converts at Series A. We model the full conversion — all instruments, at all caps and discounts — so you see your post-close cap table before the round closes. Surprises in cap table math happen when founders don't review this before signing.
Stock purchase agreement, investor rights agreement, right of first refusal and co-sale agreement, and voting agreement — the complete Series A package. We draft, review, and negotiate from initial investor draft to closing signatures, and advise on every provision that has downstream consequences.
Series A investors typically take a board seat. We advise on what market terms look like at this stage: board composition, observer rights, protective provisions that require investor consent, and how to structure governance so you retain operational control and fundraising flexibility for Series B.
The investor rights agreement creates ongoing obligations: quarterly and annual financial reporting, right of inspection, registration rights, and pro-rata participation in future rounds. We advise on what's standard and what's aggressive, and how these provisions will interact with your next round of investors.
Series A term sheets typically require an option pool expansion before the round closes — which means the dilution comes from the pre-money valuation, not from all shareholders equally. We advise on how to size the pool, negotiate the pre-money vs. post-money pool mechanics, and structure equity compensation for new hires joining at Series A.
Seed rounds — SAFEs, convertible notes, even Series Seed priced rounds — involve a relatively limited document package and, often, investor-friendly terms that founders accept without extensive negotiation. Series A is different. Institutional lead investors bring detailed term sheets, sophisticated legal teams, and standard-form documents that have been optimized through hundreds of deals. Founders who approach this round without experienced counsel often accept terms they later regret.
The governance terms matter most. Protective provisions that require investor consent for operating decisions, liquidation preferences that affect founder proceeds at exit, and board composition that shifts control — these are the provisions that compound over time. Getting them right at Series A determines your leverage at Series B and your economics at exit.
We advise founders at every stage of the Series A — from evaluating the first term sheet to closing the round and updating the cap table. Our goal is to be the outside counsel that understands how Series A terms play out over the life of the company, not just at the current raise.
Tell us where you are in the process and we'll schedule a conversation. No commitment required.