Venture financing & company counsel
Legal counsel for the capital you raise and the company you build.
A financing brings decisions about ownership, investor rights, and the company’s future. It also puts the underlying business under a microscope: its contracts, intellectual property, data practices, and potential liabilities.
RICHT LAW FIRM PLLC helps founders, growing companies, and investors address the legal work surrounding venture capital transactions. We connect financing and corporate matters with the technology, privacy, and commercial issues that influence diligence, deal terms, and day-to-day operations.
Structuring the investment
Venture capital financing, formation, and governance
Legal support should reflect the company’s stage, the investor’s expectations, and the transaction’s economics. Our work can include organizing the business, preparing for a first raise, negotiating financing documents, and managing post-closing obligations.
Entity formation & founder arrangements
Entity selection and formation, organizational documents, founder equity and vesting, ownership records, and decision-making authority. We help identify tax and other specialist questions to resolve alongside the legal structure.
SAFEs & convertible notes
Drafting and review of SAFEs, convertible promissory notes, and related side letters, including valuation caps, discounts, conversion mechanics, pro rata rights, and how multiple instruments affect future ownership.
Term sheets & equity financings
Review and negotiation of investment terms and financing documents, including liquidation preferences, board composition, protective provisions, information rights, transfer restrictions, and follow-on participation. We also address applicable securities offering requirements.
Diligence & closing preparation
Data-room organization, corporate approvals, capitalization records, contract review, and identification of gaps in IP ownership or compliance. We help prioritize issues that could delay a closing, change the terms, or create obligations after the investment.
A valuation cap is only one part of an early-stage financing. Conversion provisions, outstanding instruments, investor rights, and the option pool can materially affect founder ownership. Model the combined effect before signing.
The business behind the financing
Technology contracts, privacy, and intellectual property
For a technology company, investment diligence often reaches into the product itself. Who owns the code? Can the company use its data for the proposed purpose? Do customer agreements support its revenue model? Are important licenses transferable? These questions deserve attention before an investor asks them.
SaaS & commercial agreements
Customer subscriptions, enterprise agreements, service levels, vendor contracts, procurement terms, and online terms. We address payment, renewal, termination, liability, security commitments, and other provisions that affect revenue and operational risk.
Licensing, IP ownership & NDAs
Software and technology licenses, founder and contractor IP assignments, confidentiality agreements, and trademark considerations. We review ownership, permitted uses, exclusivity, sublicensing, open-source issues, and change-of-control provisions.
Privacy, data protection & cybersecurity
Privacy notices, data processing agreements, data mapping, retention practices, vendor diligence, and security-related contract obligations. We help assess whether the company’s collection, sharing, and use of information align with its commitments and applicable requirements.
AI products & growth-stage compliance
AI vendor and customer terms, rights in inputs and outputs, product disclosures, governance, and marketing claims. For companies building or adopting AI, these issues can affect both investment diligence and the ability to commercialize the product.
Counsel through the company’s next stage
Before the raise. At the closing. As the business grows.
Prepare
Clarify ownership, organize the records, protect core assets, and resolve material contract and compliance gaps.
Negotiate
Assess economics and control rights, respond to diligence, and align the documents with the agreed deal.
Operate
Manage investor obligations, corporate approvals, new contracts, and legal questions as the company scales.
Ongoing company counsel can include board and stockholder consents, commercial negotiations, contractor arrangements, and preparation for later financing or an exit. The engagement can be scoped around a transaction, a defined project, or recurring legal needs.
When interests diverge
Commercial disputes & litigation
Founder disagreements, investor disputes, broken confidentiality obligations, IP ownership claims, and customer or vendor conflicts can threaten an otherwise promising business. Legal support can include assessing claims and defenses, preserving evidence, negotiating a resolution, and pursuing litigation or arbitration where appropriate.
Dispute planning also starts in the contract: governing law, forum, arbitration, indemnification, and limitation-of-liability provisions can shape the company’s options long before a claim arises.
Common questions
Working with venture capital counsel
When should a company involve a venture capital lawyer?
Before signing a term sheet, SAFE, convertible note, or investment agreement is a useful starting point. Earlier involvement can also help with founder arrangements, IP ownership, entity structure, and contracts that investors will later review.
Is a SAFE the same as a convertible note?
No. A standard SAFE provides a contractual right to future equity and generally does not carry the interest or maturity date associated with a convertible promissory note. The document’s actual terms, conversion events, and treatment in a sale or dissolution still require careful review.
Can the financing and ongoing technology work be handled together?
Yes. A coordinated engagement can address the financing alongside SaaS agreements, licenses, NDAs, privacy obligations, and other commercial work. Priorities and scope should reflect the company’s stage, budget, and transaction timeline.
Do you work with companies or investors?
An engagement may be structured for a founder, company, or investor, subject to conflicts review and the matter’s scope. The engagement identifies whose interests the firm represents; company counsel does not automatically represent every founder or investor individually.
Selected developments
Venture Capital Law: Legal Developments
- NVCA Model Documents Address Tranche Financing and Regulatory Risk NVCA · Model documents revised in 2025–2026 The National Venture Capital Association’s revised financing models address time- and milestone-based funding, the Outbound Investment Security Program, and bulk-data rules. Its current document set includes a voting agreement updated in June 2026 and a right-of-first-refusal and co-sale agreement updated in April 2026. These models provide a starting point for structuring transactions; the documents still need to reflect the actual deal. OUR TAKEAWAY: Founders and investors should define funding milestones, approval rights, and consequences of a missed tranche carefully. Cross-border and data-related diligence should reflect the company’s activities and investor profile, rather than relying on an unmodified template. Read More →
- SEC Proposes New Capital-Raising Routes for Certain Crypto Offerings SEC · August 18, 2026 · Proposed rules The SEC proposed “Regulation Crypto Assets,” including two registration exemptions for certain investment contracts involving crypto assets: a one-time offering of up to $5 million over four years and offerings of up to $75 million in a 12-month period. The proposal includes investor disclosures, with additional financial statements and ongoing reporting for the larger exemption. These are proposed pathways, not exemptions an issuer can presently assume are available. OUR TAKEAWAY: Crypto-focused companies should distinguish an equity financing from a token offering and assess each under applicable law. A proposed exemption should inform planning, not serve as the legal basis for a current raise. Read More →
Discuss your next step
Planning a raise or preparing for diligence?
Tell us about your company, the proposed transaction, and the legal questions you need to resolve.