Corporate and Outside General Counsel
For the company that wants one senior lawyer across everything it signs, and the founder who needs one deal done properly.
The everyday work of a technology company.
Most of what a technology company signs is not exotic: a priced round, a customer agreement, a hire, an operating agreement, eventually a sale. It is also the work that tends to fall between the firm that did the Series A and the generalist who did the formation.
We usually do this work as outside general counsel, and often for years: one senior lawyer who knows the company, with specialist counsel brought in when a matter needs one.
You do not need to be building anything unusual. We act for founders closing a financing, companies that want a standing general counsel and businesses whose partnership agreement has to hold for the next ten years.
Financings, governance and IP.
Series A amended and restated certificate of incorporation and related reorganization for a venture-backed software company, including a British Virgin Islands incorporation.
Outside general counsel to a technology company: board and stockholder approvals, founder intellectual-property assignments and ratification of prior stock issuances.
Consultant agreement and invention-assignment program for a public technology company, including the California employee-invention notice.
The full list for this practice is on the Selected Work page.
Outside general counsel: the arrangement and the bench.
We handle what arrives, from financings and hires to the vendor’s form that turned out to contain a non-compete, and the first job is triage: what needs counsel now, what can wait, and what the company can handle with a form we build for it. When a matter needs tax, offshore or other specialist counsel, we bring them in with the client’s written agreement and stay the single point of contact.
- Board and stockholder consents, minutes and governance
- Equity grants, option plans and cap table maintenance
- Customer, vendor and partner agreements
- Offer letters, consultant agreements and separations
- Confidentiality, invention-assignment and intellectual-property agreements
- Company policies and platform terms
Corporate transactions: rounds, charters, exits and acquisitions.
The transactions are the familiar ones; the value is in the terms that get tested later, like the buy-sell when a member leaves or the protective provisions when the next round prices down. We also paper founder departures and member exits, and the arrangements that pay vendors in equity, which save cash but also count as securities issuances and tax events.
- Priced rounds, convertible financings and recapitalizations
- Certificates of incorporation, charter amendments and reorganizations
- Operating agreements: buy-sell, transfer restrictions and distribution waterfalls
- Redemptions, member exits and founder departures
- Joint ventures, asset and equity purchases, cross-border holding structures
- Equity- and warrant-compensated service arrangements
Commercial agreements, intellectual property and employment.
A technology company’s contracts are read twice: by the counterparty at signing, and by an acquirer or lead investor years later, when the reading sets value. We draft the customer, vendor and partner agreements with that second reading in mind, and build the offer letter, the consultant agreement and the invention assignment as one system so the company owns what its people build.
- Customer, vendor and partner agreements: master services agreements, statements of work and licenses
- Data, API and platform terms, with the privacy policies behind them
- Channel-partner, reseller and referral arrangements
- Contract playbooks and confidentiality-agreement triage
- Offer letters, consultant agreements and invention assignments
- Equity grant documentation, separations and releases
How this work usually begins.
A founder referred by an investor, with a term sheet for a priced round and no company counsel.
A company before its first general counsel, or between them, with a board meeting in three weeks.
An operating agreement written for two founders that now has to hold for five members and a buy-sell.
A hire, a contractor or a departing founder whose agreement never actually assigned what they built.
A vendor, adviser or recruiter who wants to be paid in equity, and a cap table that has to absorb it.
If yours starts somewhere else, it is still worth a conversation.
What the matters taught us.
The License That Can Hold Up the Sale of Your Company
September 2026What the Data Room Will Say About Your First Three Years
In preparationWho Owns What the Agent Builds
In preparation · for companies commissioning software they intend to ownWhat each piece argues is on the Writing page.
Bring what is on your desk this week.
Have the documents on hand for the first call: the term sheet, the contractor agreement, the customer’s paper. On that call we will tell you what needs a lawyer now, what can wait, and what you can handle yourself.