Series Seed Counsel
A Series Seed is your company's first priced equity round — and the document package you sign today will set the governance template for every round that follows. We help founders and their investors get the documents right the first time.
Series Seed counsel is more than document review. We advise founders through the full arc of a priced round — from the first term sheet conversation to post-close cap table update — serving as the outside counsel who understands how the terms you agree to today affect the leverage you have at Series A and beyond.
We draft founder-favorable term sheets, not just mark up investor drafts. If the lead sends a term sheet, we review every provision — valuation, option pool, liquidation preference, board seats, protective provisions, pro-rata rights — and tell you what's market, what's aggressive, and where you have real room to push back.
Before you sign anything, we build the full post-close cap table: all outstanding SAFEs and convertible notes converting, option pool expansion, new investor shares. You see your exact post-dilution ownership before the round closes — not after.
Investors review your cap table in diligence. We find the issues first — missing 83(b) elections, uncertificated shares, equity promised but never documented, option grants at incorrect prices. Fixing these before the process starts prevents last-minute surprises that slow or kill deals.
Stock purchase agreement, investor rights agreement, right of first refusal and co-sale agreement, and voting agreement — drafted, reviewed, and negotiated. We handle the full document package from initial draft to closing signatures.
We advise on what's market for investor board representation at the Series Seed stage, whether an independent director seat makes sense, and how to structure the board so it supports rather than constrains you in future rounds.
Lead investors ask for pro-rata rights, broad protective provisions, information rights, and MFN clauses. We tell you what's standard, what's aggressive for your stage, and what founders at comparable companies are actually accepting — so you negotiate from a position of knowledge.
SAFEs and convertible notes defer the hard questions — valuation, governance, investor rights — until a future priced round. A Series Seed answers them now. That's both the advantage and the reason it requires more care.
In a Series Seed, investors receive actual preferred stock with defined rights: a liquidation preference that determines who gets paid first at exit, voting rights that may give them a say over future financing decisions, and information rights that require ongoing financial reporting. The board may change composition. Future investors will see this document package as the starting point for their own negotiation.
Getting these terms right at the Series Seed stage is materially easier — and less expensive — than renegotiating unfavorable provisions at Series A when leverage has shifted. We approach Series Seed counsel with that long-term view.
Tell us where you are in the process and we'll schedule a conversation. No commitment required.