TL;DR: A convertible note is a short-term loan that converts into equity when your next round triggers it. Convertible note agreement drafting decides the principal, the interest, the maturity date, the valuation cap, the discount, and the conversion triggers. These clauses control your dilution and your risk. Quick overview: This guide walks through what a […]
Category Archives: Startup & Founders
21
May
May
Building a SaaS company in the United States involves a long list of priorities. Product, pricing, customer acquisition, infrastructure, hiring. Legal documents usually sit somewhere near the bottom of that list, treated as something to deal with later, once there is revenue, once there are real customers, once there is funding. The problem is that […]
19
Mar
Mar
TL;DR: SaaS startups need a core stack of legal documents to operate safely and scale confidently. These include Terms of Service, a Privacy Policy, a SaaS Subscription Agreement, an End User Licence Agreement (EULA), a Data Processing Agreement (DPA), an NDA, an IP Assignment Agreement, and founder or employment agreements. Each document protects a different […]
15
Mar
Mar
TL;DR: You’ve built something worth protecting, and now you want to reward the people who helped: a technical co-founder, a fractional CFO who joined for almost nothing, an advisor who opened key doors. The instinct is to hand out shares. For most early-stage companies, that instinct is expensive to follow for anyone beyond your core […]
03
Mar
Mar
TL;DR: When an investor or acquirer’s legal team runs due diligence, they aren’t just scanning for red flags, they are pricing risk into every clause that creates uncertainty, liability, or operational restriction. Five specific clause types account for a disproportionate share of the valuation haircuts, deal delays, and collapsed term sheets founders encounter: broken assignability, […]
24
Feb
Feb
You’ve nailed the pitch. The investor is nodding. Then come the five words every founder both wants and dreads to hear: “Send over your legal docs.” This is where many promising startups stumble, not because of a weak business idea, but because of poorly drafted, incomplete, or missing agreements. Investors and their legal teams are […]
24
Feb
Feb
TL;DR: A shareholders’ agreement earns its value the day shareholders disagree, not the day it’s signed. The provisions that matter most in practice are the ones most founders skip in the excitement of starting a business: how decisions actually get made, what happens when two equal shareholders reach a genuine deadlock, who has first right […]
23
Feb
Feb
TL;DR: A SAFE and a convertible note both let an early-stage company raise money without setting a valuation today, but they are structurally different instruments. A SAFE is not debt: no interest, no maturity date, no repayment obligation. A convertible note is a debt instrument: it accrues interest and carries a maturity date that forces […]
16
Nov
Nov
TL;DR: Founders tend to focus on valuation, investment amount, and dilution percentage when reviewing a term sheet, but the clauses that actually determine your outcome are usually elsewhere: liquidation preferences, anti-dilution protection, board control, vesting resets, and drag-along thresholds. A term sheet with an impressive valuation and terms that destroy founder economics is a worse […]
24
Oct
Oct
Starting a business is exhilarating: the rush of validation, the energy of a dedicated team, the potential for real disruption. But most startups don’t make it, and the commonly cited culprits, funding dry-ups, market fit failure, founder burnout, aren’t the whole story. There is a quieter killer running underneath many premature shutdowns: legal mistakes made […]
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