VC Legal Counsel for Startups — From SAFE to Series A
We represent LATAM founders in venture capital rounds — from the first angel SAFE to institutional Series A/B. We know what investors expect, what founders miss, and how to close fast without leaving rights on the table.
What we handle in a round
- VC-readiness audit: IP, cap table, contracts and structure review
- Delaware C-Corp formation and Delaware Flip for LATAM startups
- SAFE agreements: Post-Money, MFN, Pro-Rata rights
- Convertible notes with discount, cap and interest terms
- Term sheet review, negotiation and red-line
- Preferred stock issuance: Series A/B documentation
- Shareholder agreements (SHA) and investor rights agreements
- Stock Option Plan (ESOP) design and 409A coordination
- Data room preparation and due diligence support
- Closing coordination and post-round cap table update
Round types we handle
SAFEs or simple convertible instruments with angel investors. Fast documentation, clean structure that doesn't create problems in future rounds.
Full documentation package including data room, due diligence support, term sheet negotiation and SAFE / convertible note issuance to multiple investors.
Institutional rounds with NVCA-standard documentation, complex due diligence, multi-investor coordination and preferred stock structuring.
Why founders choose Kaplan for their rounds
Carlos Kaplan trained at Fenwick & West — the firm that represents more VC-backed startups than any other in Silicon Valley. We know investor playbooks from the inside.
Most VC counsel operates in one jurisdiction. We navigate the Delaware–Argentina (or LATAM) structure that most of our clients need — without requiring multiple firms.
Fundraising has enough uncertainty without legal bill surprises. We quote fixed fees for standard round documentation so founders know the total cost before they sign.
Frequently asked questions
What does 'VC-ready' mean legally for a startup?
A VC-ready startup has the legal infrastructure that institutional investors expect before wiring money: a clean corporate structure (typically a Delaware C-Corp for US VCs), IP fully assigned to the company, co-founder vesting agreements in place, no outstanding legal disputes, a clean cap table, and standard equity incentive plan (ESOP) adopted. Due diligence that reveals legal gaps creates delays, price chips or deal failures.
What should a LATAM startup fix before raising from US VCs?
Common issues that surface in due diligence for LATAM startups: (1) IP not assigned to the company — founders built product before forming entity, (2) no co-founder agreement with vesting, (3) contracts with early customers missing IP ownership clauses, (4) local entity structure incompatible with Delaware investment terms, (5) employees classified as contractors, (6) missing data privacy policies. We audit these issues and resolve them before you enter fundraising.
What is a SAFE and how does it work for Argentine startups?
A SAFE (Simple Agreement for Future Equity) is an investment instrument that converts to equity in a future priced round. It was developed by Y Combinator and is the standard seed instrument for US VCs. For Argentine startups, SAFEs are typically issued by the Delaware holding company (if a Delaware Flip has been completed) or structured as a pre-round commitment that converts once the Delaware entity is formed. We draft, review and negotiate SAFEs for founders and angel investors.
What is the typical legal cost of a seed round for a startup?
Legal costs for a seed round depend on complexity, number of investors and whether structural work is needed first. A SAFE round with 1–3 angels and clean structure: USD 2,000–4,000 in legal fees. A seed round with a fund lead requiring full due diligence and standard documentation: USD 5,000–10,000. If a Delaware Flip is needed, add USD 3,000–6,000. We always quote upfront — no hourly billing surprises during a fundraise.
How long does it take to close a VC round with legal support?
With documentation ready and terms agreed: a SAFE round can close in 1–2 weeks. A priced Series A typically takes 4–8 weeks from signed term sheet to wire. The timeline extends with extensive due diligence, structural issues that need resolution (IP gaps, cap table cleanup, Delaware Flip), multiple investors with specific requirements, or investor counsel requesting document changes. We track and push the process to minimize delays.
Review your investment round readiness
Tell us your fundraising target, timeline and current structure — we'll identify what needs to be resolved before you can close.
Review your investment round readiness
Tell us your stage, fundraising target, investor profile and timeline. We'll design the legal approach for your round.