Venture Capital & Fundraising Legal Counsel
End-to-end legal support for founders raising capital — from the first term sheet to the closing wire. We move at the speed VCs expect, with documentation that institutional investors recognize and trust.
What we cover
- Term sheet review and negotiation
- SAFE agreements (Post-Money, MFN, Pro-Rata)
- Convertible notes with discount and cap
- Priced rounds: Preferred Stock, Series A/B documentation
- Cap table modeling and optimization
- Stock Option Plan (ESOP/ISO/NSO) design and implementation
- Shareholder agreements (SHA) and investor rights
- Data room preparation and due diligence support
- Closing coordination and post-round compliance
Round types
SAFE or convertible note instruments with angels and early VCs. Focus on speed, clean documentation and a cap table that won't create problems in future rounds.
Full institutional rounds. Aggressive term negotiation, deep due diligence support and complex restructuring when needed.
Bridge capital between rounds. Coordination with existing investors and conversion term adjustments.
Why founders choose Kaplan
We know the market-standard terms (NVCA, YC). Founders don't pay for us to learn what's standard — we negotiate from position.
Delays in legal documentation cost capital commitments. We move at the speed of the deal, not at the speed of a traditional law firm.
Carlos Kaplan worked at Fenwick & West — the leading VC law firm in Silicon Valley. We understand how institutional investors think and what they require.
Frequently asked questions
What is a SAFE agreement?
A SAFE (Simple Agreement for Future Equity) is an investment instrument that converts to equity in a future priced round. It has no maturity date and doesn't accrue interest. SAFEs were developed by Y Combinator and are now the standard instrument for pre-seed and seed rounds in the US ecosystem. They're faster, simpler and more founder-friendly than convertible notes.
SAFE vs. convertible note — which is better for a startup?
SAFEs are generally more founder-friendly: no maturity date, no interest accrual, simpler documentation. Convertible notes are debt that converts to equity — they have a maturity date and accrue interest, which can create pressure if a round doesn't close. For startups targeting US VCs, SAFEs are standard at seed stage. In LATAM, convertible notes remain more common for regulatory reasons. We advise on the right instrument for your investor base.
How long does it take to close a seed round?
With documentation ready and terms agreed, a SAFE round can close in 1-2 weeks. A full Series A typically takes 4-8 weeks from signed term sheet to wire. The timeline extends with extensive due diligence, multiple investors with specific requirements or structural issues (cap table cleanup, IP assignment) that need to be resolved before closing.
Do I need a Delaware C-Corp to raise from US VCs?
It's not strictly required but strongly recommended. Most institutional US VCs prefer investing in Delaware C-Corps due to predictable legal framework, established case law and ease of structuring equity incentives. We can help with the Delaware Flip to restructure your company into a Delaware C-Corp holding with your LATAM entity as a subsidiary — the standard path for Latin American startups raising US capital.
Prepare your company for investment
Tell us your fundraising timeline, target amount and investor profile — we'll design the right legal strategy for your round.
Get your quote now
Tell us your fundraising goals and timeline. We'll come back with a concrete legal plan.