Resources for insight and
inspiration
Guides
Insights
Management Rights Letter: Granting Institutional Investors Oversight Access
When startups take money from venture capital funds subject to ERISA or similar regulations, those funds need a special document: the Management Rights Letter (MRL). This short but powerful agreement ensures the investor has sufficient rights to “manage” their investment, helping them comply with legal requirements.
Indemnification Agreement: Personal Protection for Startup Directors and Officers
When startup leaders make tough calls - hiring, spending, pivoting - they expose themselves to personal liability. The Indemnification Agreement serves as a legal shield, protecting directors and officers against lawsuits, claims, and costs incurred while serving the company.
ROFR and Co-Sale Agreement: Managing Share Transfers While Preserving Cap Table Control
In venture-backed startups, control of the cap table is critical. The Right of First Refusal and Co-Sale Agreement (ROFR/Co-Sale) helps founders and investors maintain that control by regulating how shares are transferred - particularly when founders, early employees, or other major holders want to sell.
Voting Agreement: Aligning Shareholder Power in Key Company Decisions
While founders often assume they’ll control their company post-funding, the Voting Agreement tells a more nuanced story. This document outlines how shareholders agree to vote their shares on critical company matters, including board elections and future financing approvals.
FAQs
Open allYes. Even if equity isn’t issued immediately, securities laws still apply.
Yes—each state has its own notice filing requirements and fees.
Penalties vary, but the biggest risk is investors gaining rescission rights.
From the date of your first sale of securities (not closing date).
Limits depend on income/net worth: typically a few thousand dollars annually under Reg CF.
It depends. If managed well, it can signal traction and community buy-in. Poorly structured rounds, however, may complicate future fundraising.
Not necessarily. Many startups issue special share classes or SAFEs without voting rights.
Yes, but only through an SEC-approved crowdfunding portal. Marketing must follow specific rules.
As early as possible - even before you need funding. Building trust early increases your chances of raising capital later.
Yes, but coordination is key. Some VCs view crowdfunding cautiously, so alignment in terms and messaging is important.
Typically no. Most angels are hands-off and contribute via mentorship or networking, while VCs are more likely to take governance roles.
Incubators provide long-term support for early ideas, while accelerators are shorter, intensive programs focused on rapid growth and fundraising.
They usually convert into equity when a priced round (like Seed or Series A) is raised, based on the agreed valuation cap or discount.
Yes. Even informal investments should use proper SAFEs or convertible notes to avoid disputes and support later rounds.
Most companies pursue Series A once they can show consistent product-market fit, revenue growth, and a scalable business model.
Pre-seed supports MVP development and early testing, while seed funding typically backs a product already showing customer traction and involves formal equity.
Taking VC investment usually means giving up some ownership and board influence. This can shift how major company decisions are made.
Alternatives include bootstrapping, private investors, strategic partnerships, and business loans. These options often provide more flexibility while preserving founder equity.
Most VC firms expect 10–20x returns within 5–7 years, which places heavy emphasis on rapid growth and eventual exit strategies.
No. VC funding is best suited for startups with large market opportunities and the potential to scale quickly. Many successful companies grow without venture backing.