What We Do

Practice Areas

We focus exclusively on the legal needs of entrepreneurs, startups, and mid-size businesses. Every matter we handle is business-critical — we treat it that way.

Below is a full picture of the legal work we handle across each practice area. If you're a founder or operator, chances are your situation touches more than one. Use this as a reference — or reach out and we'll tell you exactly what you need.

Business Formation

Entity Formation & Structuring

Choosing the right entity structure at the start can save you millions later. We help founders structure their companies to optimize for fundraising, tax treatment, equity distribution, and eventual exit — before the first dollar is raised.

Getting formation wrong is common and expensive. Misaligned equity, missing IP assignments, and poorly drafted founders' agreements are among the top reasons deals fall apart at the due diligence stage. We get it right the first time.

  • Delaware C-Corp incorporation
  • LLC formation and organization
  • S-Corp election and structuring
  • Founders' agreement drafting
  • Equity split analysis and structuring
  • Vesting schedule design (cliff & ratable)
  • 83(b) election preparation and filing
  • Initial cap table structuring
  • Operating agreements and bylaws
  • Shareholder agreements
  • IP assignment agreements
  • Work-for-hire documentation
  • Registered agent setup
  • State qualification filings
  • EIN and tax setup coordination
  • Foreign entity registration
  • Dual-class share structures
  • Restricted stock unit (RSU) plans
  • Phantom equity plans
  • Pre-incorporation agreements
Get started →

Corporate Governance

Corporate Governance & Compliance

As your company grows and takes on institutional investors, governance matters. We help you build the right board structure, adopt appropriate policies, and maintain corporate formalities — keeping you clean for the next round or exit.

Governance failures are a leading cause of deal delays and investor friction. We keep your corporate house in order so you can focus on building.

  • Board of directors structuring
  • Board resolutions and written consents
  • Stockholder meetings and written consents
  • Corporate minute books
  • Equity incentive plan (EIP) adoption
  • ISO and NSO option documentation
  • Option grant and exercise procedures
  • Equity plan administration
  • Annual corporate maintenance filings
  • State compliance and good standing
  • Foreign qualification maintenance
  • Registered agent management
  • D&O insurance coordination
  • Indemnification agreements
  • Related-party transaction policies
  • Conflict of interest disclosures
  • Data privacy compliance (GDPR, CCPA)
  • Employment compliance policies
  • Anti-corruption compliance (FCPA)
  • Corporate restructuring and reorganization
Strengthen your governance →

Venture Financing

Fundraising & Venture Financing

From friends-and-family rounds to Series A and beyond, we counsel founders through every stage of the fundraising lifecycle. We review, draft, and negotiate the documents that determine how much of your company you actually keep.

Founders who navigate term sheets without counsel routinely give away more than they realize — in economics, control, or both. We level the playing field.

  • SAFE agreements (standard and custom)
  • Convertible note drafting and review
  • Series Seed documentation
  • Series A, B, C priced round documents
  • Term sheet review and negotiation
  • Investor rights agreements
  • Pro rata rights
  • Cap table modeling and pro formas
  • Regulation D compliance
  • Bridge financing documentation
  • Right of first refusal and co-sale agreements
  • Voting agreements
  • Side letter negotiation
  • Anti-dilution provisions
  • Liquidation preference negotiation
  • Pay-to-play provisions
  • 409A valuation coordination
  • Board seat and observer rights
  • Strategic investment agreements
  • Regulation A+ and Reg CF documentation
Talk to us about your raise →

Mergers & Acquisitions

Exit Advisory & M&A

An acquisition is the most complex transaction most founders will ever go through. We represent companies and founders in acquisitions, asset sales, mergers, and secondary transactions — from the first conversation with a buyer through closing.

We protect your interests at every step: letter of intent, purchase agreement, reps and warranties, disclosure schedules, and closing. We also advise on earnouts, post-closing obligations, and employment arrangements.

  • Letter of intent (LOI) review and negotiation
  • Asset purchase agreements
  • Stock purchase agreements
  • Merger agreement drafting
  • Due diligence management (sell-side)
  • Data room setup and coordination
  • Representations and warranties
  • Disclosure schedule preparation
  • Escrow and indemnification arrangements
  • Purchase price adjustment mechanisms
  • Earnout provisions
  • Employee retention arrangements
  • Non-compete and non-solicit agreements
  • Cap table waterfall analysis
  • Tax structure optimization
  • Secondary transaction representation
  • Rollover equity negotiation
  • Acqui-hire transactions
  • Post-closing matters and disputes
  • Management buyout (MBO) structuring
Discuss your transaction →

Commercial Contracts

Contract Drafting & Review

The contracts you sign define your obligations, your rights, and your risk. We draft and review commercial agreements across the full range of business transactions — protecting your company from unfavorable terms buried in boilerplate.

Whether you're signing a major enterprise deal, bringing on a key contractor, or entering a strategic partnership, every contract matters. We make sure yours work in your favor.

  • Master service agreements (MSAs)
  • SaaS and software subscription agreements
  • Software licensing agreements
  • API and data licensing agreements
  • Vendor and supplier contracts
  • Independent contractor agreements
  • Employment agreements and offer letters
  • Non-disclosure agreements (NDAs)
  • Non-compete and non-solicitation agreements
  • Consulting agreements
  • Distribution and reseller agreements
  • Partnership and joint venture agreements
  • Strategic alliance agreements
  • LOI for commercial transactions
  • Terms of service and privacy policies
  • Data processing agreements (DPAs)
  • Government and enterprise contracts
  • Commercial lease review
  • Warranty and indemnification provisions
  • Amendment and restatement drafting
Get a contract reviewed →

Intellectual Property

IP & Founder Agreements

Your intellectual property is often your most valuable asset — and the first thing a sophisticated investor or acquirer will scrutinize. We make sure your IP is properly assigned, protected, and documented from day one.

We also counsel founders on co-founder disputes, vesting cliffs, buyouts, and departing founder scenarios — often the most legally sensitive situations an early-stage company faces.

  • Invention assignment agreements
  • Proprietary information and inventions agreements (PIIAs)
  • IP ownership dispute resolution
  • Trade secret identification and protection
  • Trademark clearance and registration coordination
  • Copyright registration and licensing
  • Open source license compliance review
  • DMCA procedures and responses
  • Patent strategy and coordination
  • Technology transfer agreements
  • Work-for-hire documentation
  • Third-party IP license review
  • Brand protection strategy
  • Domain name and social media rights
  • Content licensing agreements
  • Co-founder separation agreements
  • Vesting cliff and acceleration provisions
  • Departing founder buyout and release
  • Equity repurchase and acceleration
  • Non-disparagement and mutual release agreements
Protect your IP →
Get in Touch

Not sure which area applies to you?

Most matters touch more than one practice area. Tell us where you are and we'll figure out what you need.

Disclaimer: Nothing on this website constitutes legal advice or creates an attorney-client relationship. The information provided is for general informational purposes only. You should not act upon any information on this website without seeking qualified legal counsel. Use of this website does not establish an attorney-client relationship between you and Black Harbor Legal P.C..