Venture Capital and Startup Financing Lawyer in New York
Raise capital without giving away more than you intended
The terms you agree to today can shape your ownership, control and options for years. We represent the company in the deal: startups and private companies raising capital, from a first SAFE or Series Seed round through later venture rounds.
Representative Clients
Protect your position as you raise
Getting the investment is only part of a successful raise. The financing terms can affect how much of your company you own, the control investors receive, your board, future dilution and the flexibility you have when you raise again.
Braverman Law, based in New York, helps companies and their founders structure, negotiate and close financing rounds with a clear view of what each term means for the business. We advise on SAFE rounds, Series Seed rounds, convertible notes, Series A and later preferred stock financings, venture debt and strategic investments.
We advise companies at different stages of the fundraising process. We can also identify corporate issues that could slow the financing down, including problems with founder equity, IP ownership, previous investment documents and company records.
Get experienced legal support before you sign, negotiate or close your next round.
The right legal support for every type of funding
Every financing structure creates different legal and commercial considerations. Braverman Law advises startups across the following areas.
SAFE Agreements
A SAFE note’s valuation cap, discount and MFN clause decide how much of the company investors own when it converts.
We draft and negotiate SAFEs and the side letters that come with them.
Convertible Notes
Convertible notes are similar to SAFEs but add debt terms, including a maturity date and interest.
We draft them so that when they convert, you don’t give up more of the company than intended.
Series Seed Rounds
A Series Seed round is a priced seed round: investors buy preferred stock at a set valuation.
We negotiate the term sheet, convert outstanding SAFEs and notes, and close the round.
Series A and Later Rounds
Series A rounds usually use the NVCA model documents, and the negotiation centers on liquidation preference, board seats and protective provisions.
We handle the term sheet through closing, for Series A, B and later.
Venture Debt
Venture debt adds runway without selling more equity, but lenders take warrants, a security interest and financial covenants.
We review and negotiate the loan agreement, warrant terms and covenants before you sign.
Strategic Investments
Corporate venture capital investors often ask for a right of first refusal, information rights or commercial terms tied to the investment.
We negotiate those terms so they don’t limit your next round or a sale.
Legal support that fits your stage
Raising your seed round
You may have an angel investor interested or a SAFE in your inbox. A priced seed round often makes more sense when a lead investor wants preferred stock, or when enough SAFEs have stacked up that the cap table needs a reset.
We help you choose the structure, prepare the documents and understand what you are agreeing to.
Preparing for institutional investment
Investors look closely before committing capital. A round surfaces problems that were easy to ignore until then: incomplete corporate records, missing IP assignments, stale cap tables.
We find and fix those before they slow things down.
Raising a larger round
Later-stage financing brings more detailed diligence and tougher negotiations around governance, investor rights and preferred stock terms.
Adam Braverman brings more than 20 years of transactional experience to these deals.
Exploring other funding options
Equity is not the only route to growth capital. Venture debt can extend runway without immediately selling more equity, but it brings financial covenants and repayment obligations.
We also advise companies considering strategic investment.
Make the deal easier to understand
Financing documents set more than who owns what today. They fix board composition, protective provisions, information rights and transfer restrictions. We explain each term so you know what you are agreeing to and what deserves negotiation.
You work directly with Adam Braverman, the firm’s principal attorney, who understands the transaction and the wider implications for your company.
Adam Braverman has more than 20 years of corporate and transactional legal experience and has represented companies in SAFE and convertible note financings, priced preferred stock financings through Series C, and strategic investments. He brings that experience to Series Seed rounds, which use the same preferred stock structure with lighter documents.
20+ years advising startups and private companies on financing, corporate transactions and growth.
Move your round forward
Prepare
We review the company and the proposed financing to identify issues that could cause problems during diligence or closing.
This may include your corporate records, cap table, founder equity, IP assignments, previous investor rights and required approvals. For a priced seed round, we also build a pro forma cap table showing how outstanding SAFEs and notes will convert.
Negotiate
We review the proposed terms and explain their effect on your company.
We can advise on the economics, control provisions, investor rights and other material terms, then handle the legal negotiations. In a seed round, the main points are usually valuation, option pool size, board seats and protective provisions.
Close
Braverman Law prepares and coordinates the legal documents and approvals required to complete the financing.
Depending on the transaction, this may include financing instruments, board and stockholder approvals, disclosure schedules, conversion of outstanding SAFEs and notes, Form D and state securities filings, and updated corporate records.
Experience behind your raise
Braverman Law has advised companies on financing transactions at very different stages of growth, from seed financings to Series C rounds and strategic investments.
Seed financings using convertible promissory notes and SAFE agreements for numerous startups, including companies that later joined Techstars and other incubators.
A $10 million Series B financing for a software company.
A $16 million Series C financing for an electronic hardware manufacturing company.
Multiple capital raises totaling more than $20 million for a well-known entertainment venue expanding across the United States.
A $100 million strategic investment for a nationally known consumer products company involving a major media organization.
Strategic venture capital investments totaling more than $20 million for the developer of an electronic trading platform.
A strategic investment by investment banks in an electronic leveraged loan platform.
Choose the right financing structure
Different financing structures affect your company in different ways.
| Compare | SAFE | Convertible note | Priced round (Series Seed, Series A and later) |
|---|---|---|---|
| What it is | A Simple Agreement for Future Equity gives an investor the right to receive equity later, usually after a future financing event. SAFEs generally do not carry interest or have a traditional maturity date. | Debt that may later convert into equity. It typically carries interest and has a maturity date. | Establishes a company valuation and issues equity to investors based on that valuation. These rounds usually involve preferred stock. |
| Typical documents | The SAFE itself, often on the Y Combinator form, plus a board consent and any side letters. | A note purchase agreement and the notes, plus a board consent. | A term sheet, amended charter, stock purchase agreement, investor rights, voting and right of first refusal agreements, and board and stockholder consents. Seed rounds often use a lighter set. |
| Key terms to watch | The valuation cap, discount and conversion terms, which can affect how much equity the investor eventually receives. Also pre- or post-money treatment and any pro rata or MFN side letters. | The debt obligation alongside the future conversion terms: interest rate, maturity date, what happens at maturity, and the cap and discount. | Valuation, option pool size, liquidation preference, board composition, protective provisions and anti-dilution protection. |
| What drives cost and timing | Usually modest. Mainly the number of investors and whether side letters are negotiated. | Similar to a SAFE, plus negotiation of the debt terms. | Diligence, the state of the company’s records, how many SAFEs and notes convert, and how hard the investors’ counsel negotiates. |
| When it usually fits | Early rounds, rolling closes, and investors comfortable putting off the valuation question. | Investors who want the protections of debt. Some LLCs also use notes. | A lead investor wants preferred stock, the round is large enough to justify the cost, or outstanding SAFEs make ownership hard to predict. |
We can help you assess the proposed structure and understand how its terms could affect the company.
Support beyond the raise
A financing round can touch several areas of your business. Braverman Law can also help with:
Business Formation
Set up the company, founder equity and corporate records with future investment in mind.
Founder Equity
Address ownership, vesting, decision-making rights and founder departures.
Outside General Counsel
Get ongoing legal support as your company grows after the raise.
Startup financing counsel in New York
Braverman Law is based in New York and represents startups and private companies nationwide in raising capital, from SAFE and Series Seed rounds through later venture financings.
We provide direct legal support throughout the financing process, giving clients one point of contact for preparation, negotiation and closing.
Startup financing FAQs
When in the fundraising process should I hire a startup financing lawyer?
Before you take outside money and before you sign a term sheet. Counsel can help you choose the right structure, clean up the cap table and corporate records, and spot document terms that could create legal, economic, or control problems in later rounds.
What does a startup financing lawyer do?
A startup financing lawyer evaluates the proposed terms with you: economics, control, investor rights, future financing flexibility and closing risk. We then negotiate those terms, prepare financing documents, support investor diligence, coordinate corporate approvals and handle the legal work to close.
SAFE or priced seed round: how do we choose?
A SAFE is faster and cheaper to document, and it puts off the valuation question until a later round. A priced seed round sets the valuation now and issues preferred stock, along with the governance terms that come with it: board seats, protective provisions and investor rights.
A priced round usually makes sense when a lead investor asks for one, when the round is large enough to justify the extra cost, or when outstanding SAFEs have made the cap table hard to predict. We walk through the trade-offs with you before you commit to either.
What happens to our SAFEs in a priced round?
Outstanding SAFEs usually convert into preferred stock when the company closes its priced round. Each SAFE’s conversion price depends on its valuation cap, its discount, and whether it is a pre-money or post-money SAFE.
Under the widely used post-money SAFE, each holder’s ownership percentage is effectively fixed until the new money comes in, so each additional SAFE dilutes the founders and other existing stockholders rather than earlier SAFE holders. We model the conversion before the term sheet is signed so the price per share and the founders’ ownership after closing are not a surprise.
How long does a priced seed round take to close?
Often several weeks from a signed term sheet. The schedule depends mostly on how organized the company’s records are, how many SAFEs and notes have to convert, how quickly investors’ counsel turns drafts, and whether investors sign at one closing or several.
Starting the cleanup before the term sheet arrives is the most reliable way to shorten it.
How much does a startup financing lawyer cost?
The cost depends on the financing structure, your corporate records and the amount of negotiation required. A straightforward SAFE financing will generally require less legal work than a priced institutional round with extensive diligence.
Costs tend to stay lower when you involve counsel early and keep your cap table and corporate records organized. Scoped or staged fee arrangements may be available for some matters.
Do I need a lawyer for a SAFE?
A SAFE may be relatively short, but it creates legally binding rights that affect future ownership. SAFEs and notes convert later on terms set today, so the dilution shows up at conversion, not at signing. A priced round dilutes at closing, based on the agreed valuation.
A lawyer reviews the valuation cap, discount and conversion provisions and models the effect on your cap table before you sign.
Can Braverman Law help if I already have a term sheet?
Yes. Many companies contact us at this point.
We can review the proposed terms, explain how they affect the company and advise on negotiations before the final financing documents are prepared.
Most of a term sheet is non-binding, but the economics and control terms it sets, such as valuation, option pool, liquidation preference, board composition and protective provisions, are hard to reopen once it is signed. A few provisions, usually confidentiality and exclusivity, bind the company as soon as it signs.
What will investors ask for during diligence?
Typical requests include formation documents, board and stockholder consents, the cap table and supporting documents, founder equity and vesting documentation, IP assignments, prior financing documents and side letters, option plans and grants, key commercial contracts, and any prior or pending claims. Investors at later stages send more structured request lists. We help clients prepare a data room, find gaps before investors do, and respond to requests without creating new problems in writing.
Do we need to convert our LLC to a Delaware C-corp before raising?
Many institutional investors won’t invest in an LLC, and SAFEs and convertible notes are typically written for corporations. If the company is an LLC, conversion to a Delaware C-corporation is often part of the pre-financing work. The conversion has tax, equity, and timing consequences that should be evaluated before the round gets serious, not in the middle of investor diligence.
Can I raise money from friends and family who are not accredited investors?
This is a sensitive securities-law issue. Some exemptions allow sales to non-accredited investors, but they often require disclosures and investor protections that early-stage companies aren’t prepared to provide. A poorly structured friends-and-family round can create rescission risk, diligence problems, and potential founder liability. It can also jeopardize future financings if investors get skittish about securities-law violations. Get transaction-specific advice before including non-accredited investors.
What legal issues most often slow or damage a financing?
Common issues include:
- Incomplete corporate records or missing approvals
- Cap tables that do not match the underlying documents
- Founder equity or vesting arrangements that were never properly documented
- Intellectual property that was not assigned to the company
- Federal or state securities compliance problems
Have investors at the table? Get the legal side of the deal in order.
The earlier we understand your financing, the more opportunity there is to identify issues, review the proposed terms and prepare for the transaction ahead.
Contact Braverman Law to tell us about your financing.
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