Capital on terms that protect the company you are building.
Every term sheet is a preview of who controls the company later.
Series A+
Seed Through Priced Rounds — Founder Representation
The legal framework
Venture financing is where founders trade ownership for growth capital — and where the terms negotiated in a few weeks govern the cap table for years. We represent founders and early-stage companies in pre-seed, seed, and priced rounds, advising on SAFEs, convertible notes, preferred stock, and the full range of venture financing structures. The terms that matter — valuation, liquidation preference, participation, anti-dilution, pro-rata rights, protective provisions, and founder vesting — determine not just the economics of this round but the leverage the company has at exit. We negotiate them with the long view in mind.
Pre-Seed & Seed
Uncapped or capped SAFEs, convertible notes with discounts and valuation caps, and MFN provisions. We structure instruments that defer valuation until a priced round while protecting against unintended dilution and downstream cap-table problems.
Priced Rounds
Series A and beyond — issuing preferred stock with negotiated preferences, anti-dilution, protective provisions, and board rights. We draft and negotiate the Charter, Certificate of Incorporation, Investors' Rights Agreement, Voting Agreement, and Right of First Refusal / Co-Sale Agreement.
Term Sheet Economics
Valuation (pre-money vs. post-money), option pool size and placement (pre-money or post-money), liquidation preferences (1x non-participating vs. participating), and anti-dilution (broad-based, narrow-based, or weighted average). We model the dilution before signing.
Founder Protection
Founder vesting schedules, acceleration on change of control or termination, single vs. double trigger, board composition, and protective provisions that require founder consent on major decisions. We protect founder leverage for the next round and the exit.
What we handle
SAFE & Convertible Note Financings
Structuring and negotiating SAFEs (YC, post-money, and pre-money variants) and convertible notes — discount, valuation cap, MFN, and conversion mechanics. We model the dilution and flag terms that create downstream cap-table issues.
Series A & Priced Rounds
Negotiating and closing priced equity rounds — the Charter, preferred stock terms, liquidation preferences, anti-dilution, protective provisions, board composition, and the Investors' Rights, Voting, and ROFR/Co-Sale Agreements that govern the post-round governance.
Term Sheet Negotiation
Term sheet review and negotiation — valuation, option pool, preferences, participation, pro-rata, and founder vesting. The term sheet sets the framework; we negotiate it with the long view, not just the round.
Cap Table & Dilution Modeling
Building and reviewing capitalization tables and dilution models — pre- and post-money ownership, option pool placement, convertible instrument conversion, and downstream dilution from future rounds. We make the consequences of the terms visible before signing.
Down Rounds & Recapitalizations
Advising on down rounds, pay-to-play provisions, recapitalizations, and bridge financings where existing investors and management negotiate new terms. We navigate the board duties, disclosure, and protective-provision consents that down rounds require.
Investor Rights & Governance
Board composition, observer rights, information rights, pro-rata participation rights, and the protective provisions that require investor consent on major corporate actions. We negotiate governance that preserves founder control of day-to-day operations.
Business & Corporate Law
The term sheet you sign in three weeks will govern your cap table for years. The liquidation preference, the option pool placement, and the protective provisions are not fine print — they are the terms that decide who controls the company at exit. We negotiate them with the long view.
— Michael A. Johnson, Shareholder
How we work
Shareholder-led from intake. Counsel that moves as fast as the matter requires — and prepares for the resolution that may never require a courtroom.
Term Sheet Review
Before the round closes, we review the term sheet line by line — valuation, option pool, preferences, anti-dilution, vesting, and protective provisions — and model the dilution so founders see exactly what they are agreeing to.
Structure & Documentation
For SAFEs and notes, we negotiate and execute the instruments. For priced rounds, we draft or review the Charter, preferred stock terms, and the full set of financing documents (IRA, Voting Agreement, ROFR/Co-Sale).
Negotiation & Closing
We negotiate with the lead investor and their counsel, manage diligence, and coordinate the closing — signatures, funds flow, board approvals, and post-closing filings (Delaware certification, state qualifications).
Cap Table & Governance
Post-closing, we deliver a clean cap table, updated board and stockholder records, and governance frameworks that set the company up for the next round — because the cap table you build now is the leverage you have later.
Representative results
Outcomes in this area. Every result depends on its facts; past results do not guarantee a similar outcome.
$12M raise
Represented a SaaS company in a $12M Series A — negotiated a 1x non-participating preference (defeating the lead's ask for participating preferred), broad-based weighted-average anti-dilution, and a founder-favorable option pool placed pre-money to limit dilution.
Delaware C-Corp · 2025
$2.5M pre-seed
Structured a $2.5M pre-seed SAFE round with a post-money valuation cap and MFN provision — closing in under three weeks while protecting the founder's cap table from unintended conversion quirks.
Pre-Seed · 2024
Recap
Advised a growth-stage company through a down round recapitalization — negotiated pay-to-play provisions that converted non-participating investors to common, preserving founder control while honoring board fiduciary duties.
Recapitalization · 2023
Michael A. Johnson
Shareholder Nashville
Business and intellectual property counsel to founders, creative companies, and technology businesses.
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