Resources for insight and

inspiration

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Insights

Investor Rights Agreement: The Post-Investment Playbook for Governance and Growth

Once a startup closes a priced equity round, investors want more than just shares - they want visibility, influence, and information.

Stock Purchase Agreement (SPA): The Core Deal Document That Governs Startup Fundraising Transactions

When startups raise a priced equity financing - often at the seed or Series A stage - the Stock Purchase Agreement (SPA) becomes the central contract that governs the investment

Valuation Caps in Convertible Instruments: Anchoring Investor Economics in Early-Stage Rounds

Early-stage startups often raise capital through convertible instruments like SAFEs or convertible notes - structures designed to delay valuation discussions until a priced equity round.

Right of First Refusal (ROFR): A Critical Tool for Ownership Control in Private Companies

As startups grow and equity stakes shift, controlling who owns shares becomes increasingly important. One of the most effective tools for managing this is the Right of First Refusal (ROFR).

General

How are you different from big law firms?

We are a tight team and like it that way. We have work/life balance ourselves. Names, faces, families, souls. No corporate bureaucracy. Big law firms employ humans too, but they are kind of like a top-down scheme that focuses on demanding work hours from lower-level associates who are incentivized to increase billable hours and not incentivized to increase their or their clients’ success and happiness.

We developed our model so that we can select powerful businesses to align with as our clients and provide true partnership and counsel - our clients’ success and happiness are directly aligned with our success and happiness.

General

What is @VirtualCounsel?

VirtualCounsel, PC (i.e., @VirtualCounsel) is a virtual law firm headquartered in San Diego, CA. We are progressive corporate attorneys. We are a startup ourselves, and we built our law firm to serve startups in the way that we believe a professional service provider should serve their clients.

General

Do I get a dedicated point of contact?

Yes. At the beginning of a relationship you will have a kick-off call with one of our talented attorneys who will operate as your primary point of contact. Even better, our technology gives our whole firm - all attorneys, legal staff, etc. - visibility into every client’s confidential portal. So you will have a team of bright minds collaborating on the important work for your business - and will always have your primary attorney point of contact running point.

General

What if something falls outside of the Scope of Work?

We provide representation and advice on the specific legal matters you have hired us for, which means that our work together is limited to the Representation. If a project falls outside of the Scope of Work, we will always discuss the parameters of the work and fees with you before moving forward with it.

Additionally, if your business changes substantially, we will discuss the change in Scope of Work and will agree to a revised fee arrangement. Representation on any future matters will be subject to the terms of this Agreement and any other fee arrangements we may mutually agree upon. The question of whether a matter or issue falls within the scope of this Representation will be handled with common sense, mutual agreement, mutual respect, and fairness to both parties.

General

What is an A la Carte project?

A la carte projects refer to individual, one-off projects with a specific scope of work. These projects can be carried out for new clients or for current subscription clients when the work falls outside the scope of their subscription. On a case by case basis, we may bill these projects on an hourly basis or as a flat fee.

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