Every Business Decision
Is a Legal Decision.
We stand beside founders at the boardroom table — when term sheets arrive, when partnerships fracture, and when regulators come asking questions.
Margaret Holloway
Partner, Formation & Governance
"The documents you sign on day one determine the arguments you have in year five."
Building the architecture of your company before the pressure arrives.
The Most Costly Governance Mistake Founders Make
Most early-stage founders treat incorporation as a checkbox. They use an online service, accept the default bylaws, and move on. By Series A, those defaults have become weapons — in the wrong hands.
Undefined vesting cliffs
A co-founder who leaves after 11 months with 25% equity is not a hypothetical. It happens in three out of seven founding teams we see at the Series A stage.
Missing drag-along provisions
Without a properly structured drag-along, a single minority shareholder can block an acquisition your board unanimously supports.
Ambiguous IP assignment
If code written before incorporation was never formally assigned to the company, your Series A due diligence will surface it — and your lead investor will notice.
David Okafor
Partner, Mergers & Acquisitions
"Every term sheet is a negotiation about who controls the future of the business — not just who owns it today."
Protecting value at the moment of maximum complexity.
What Founders Miss in the First 48 Hours of a Term Sheet
The excitement of a term sheet is real. So is the window during which the acquiring party sets anchors that are extremely difficult to move. The first 48 hours are not the time to celebrate — they are the time to work.
Accepting "standard" reps and warranties
There is no standard. What an acquirer calls standard is the version most favorable to them. Each representation you accept is a potential indemnification claim after closing.
Underestimating earnout risk
Earnouts that depend on metrics controlled by the acquirer post-close are, functionally, money you will not receive. The structure matters more than the headline number.
Exclusivity without a timeline
Signing into exclusivity without hard milestones and walk-away rights gives the buyer every incentive to run the clock while you lose competing offers.
Priya Sundaram
Partner, Commercial Litigation
"The strongest litigation position is the one you prepared for before the dispute began."
Bringing outside muscle without the theater.
Three Decisions That Determine Whether Litigation Pays
Business litigation is expensive whether you win or lose. The goal is not to prevail in court — it is to resolve the dispute on terms that protect your business. The three decisions below determine which outcome you get.
Treating litigation as a last resort
By the time most clients call us, the other side has spent six months building their record. Early counsel engagement changes the evidentiary landscape before it is locked.
Confusing legal merit with business outcome
Being right is not the same as winning, and winning is not the same as recovering. A $2M judgment against an entity that will dissolve is a moral victory and a financial loss.
Underestimating settlement leverage
Litigation is a negotiation. The party who controls the cost and timeline of discovery controls the settlement conversation. We build that leverage deliberately.
Thomas Ashworth
Partner, Regulatory Compliance
"Regulators rarely surprise prepared companies. They reveal what was already there."
Staying ahead of the question before it becomes an inquiry.
What a Regulator Sees That Your Team Does Not
Most regulatory exposure is not the result of intentional wrongdoing. It is the cumulative effect of reasonable decisions made without legal review — each one defensible in isolation, collectively forming a pattern that a regulator can characterize as systemic.
Treating compliance as a filing exercise
Compliance is a documented state of mind. Regulators evaluate whether leadership understood its obligations and made deliberate choices — not whether boxes were checked.
Delayed self-disclosure
In most federal and state regulatory frameworks, voluntary early disclosure carries material mitigation credit. Waiting until the inquiry arrives eliminates that option entirely.
Inadequate board documentation
When a regulator reviews board minutes and finds no evidence that compliance risks were discussed, they infer that leadership was not paying attention. Minutes are not a formality.
Clarity is a phone call away.
The founding document you draft tonight, the partnership agreement you've been deferring, the regulatory inquiry that arrived last Tuesday — each has a path through it. The consultation is confidential, and the first conversation is without obligation.
Attorney–client privilege attaches from the first conversation