A priced round sets your preferred stock terms for years, and many of the terms that matter most are not the valuation. We represent the company from term sheet through closing, usually on NVCA-based documents, and explain each economic and control term in plain language. We quote a flat fee for the round before work starts, so legal cost is known going in.
At a glance
- Practice
- Venture & Corporate
- Pricing
- Flat fee, quoted before we start
- Included
- 7 deliverables
- Process
- 3 steps, one named attorney
- Where we work
- Slack, email or a call
When founders call us
The moments that usually bring a company to us for this work.
- 01
A lead investor sent a term sheet and you want to understand the liquidation preference and protective provisions.
- 02
Your SAFEs and notes are about to convert and you need to see the real post-closing cap table.
- 03
You are closing a Series A and need to coordinate charter, investor rights and voting agreements.
- 04
You are adding a second closing or bringing in new investors after the initial close.
What you get
Scoped in writing before we start. One flat fee for all of it.
- Term sheet review with a plain-language summary of economic and control terms
- Amended and restated certificate of incorporation
- Stock purchase, investor rights, voting and ROFR and co-sale agreements
- Pro forma cap table reflecting SAFE and note conversions and option pool changes
- Board and stockholder approvals for the financing
- Disclosure schedule and closing deliverables
- Post-closing filings and a signed closing set
How it works
- 1
Term sheet
We walk through the term sheet with you, identify points worth negotiating and confirm the pro forma cap table.
- 2
Definitive documents
We negotiate the long-form documents with investor counsel and run diligence and the disclosure schedule in parallel.
- 3
Closing
We collect signatures, file the restated charter in Delaware and coordinate wires and post-closing filings.
Mistakes we help you avoid
The ones we see most often, and catch before they cost you.
- Avoided
Focusing on headline valuation while agreeing to participating preferred or a multiple liquidation preference.
- Avoided
Letting the option pool increase be counted in the pre-money valuation without modeling its effect on founder ownership.
- Avoided
Accepting broad protective provisions that give a single investor a veto over ordinary operating decisions.
- Avoided
Failing to reconcile SAFE and note conversion math before closing, leading to disputes with early investors.
Priced Financing Rounds: questions founders ask
The National Venture Capital Association publishes model forms for venture financings, including the charter, stock purchase agreement, investor rights agreement and voting agreement. Most US priced rounds use them as a starting point. Using familiar forms keeps negotiation focused on the terms that actually vary.
It means preferred investors get back their original investment before common stockholders in a sale, or they can convert to common and share pro rata, whichever is more. It is a common term in US venture deals. Participating preferences or multiples above 1x shift more sale proceeds to investors.
Investors often ask that a new or enlarged option pool be created before the round, so its dilution falls on existing holders instead of the new investors. That lowers the effective pre-money valuation. Sizing the pool to an actual hiring plan helps limit this.
Yes. Investor counsel represents the investor, and the company needs its own advice on the terms and on diligence and disclosure. In many venture deals company counsel drafts the documents, while in others the lead investor's counsel takes the first draft. Either way, someone needs to be looking out for the company.
Get a flat-fee quote for Priced Financing Rounds.
A short call with an attorney. You leave with a written scope and one fixed price.
Book a call