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Insights

How Does Outsourced or Fractional General Counsel Work?

Outsourced or fractional General Counsel provides legal leadership without a full-time hire. Startups subscribe to a legal service provider - like @VirtualCounsel - that gives them access to experienced attorneys under predictable pricing structures. This means you can get strategic advice, document review, governance support, and risk mitigation as you need it without a large, fixed salary.

What Does General Counsel Do During Fundraising and Investor Relations?

During fundraising, General Counsel reviews and negotiates key legal documentation -including term sheets, investment agreements, and shareholder rights. They help ensure that terms align with your long-term goals and that you retain necessary rights without unintended obligations.

What Legal Risks Do Startups Face and How Can General Counsel Help?

Startups face a range of legal risks across multiple domains, including contracts, compliance, employment, investor negotiations, and data/privacy laws. General Counsel helps identify these risks before they become problems. They evaluate contracts for liabilities, advise on regulatory requirements in your industry, and help implement policies that protect the business and its stakeholders.

How Do General Counsel Support Corporate Governance?

Corporate governance refers to the systems and rules by which a company is directed andc ontrolled. General Counsel supports governance by helping define and document decision-making processes, preparing board resolutions, and ensuring compliance with bylaws and state laws. This involves formalizing how key business decisions are made - a critical foundation for growth and investment.

Asset purchases, carve-outs, strong representations/indemnities, limited liability caps, escrow, and holdbacks are tools to limit exposure. But complete insulation may not be possible in stock or merger deals.

Key protections include representations and warranties, indemnification caps and baskets, survival periods, escrow or holdback amounts, earn-outs, and carveouts (e.g. for tax, IP, regulatory matters).

Yes - many agreements include conditions precedent, Material Adverse Change (MAC) clauses, break-up rights, or renegotiation triggers if due diligence uncovers issues. A poorly performing integration may also prompt adjustments.

Disclosure should be timed carefully to balance confidentiality and trust. Many deals maintain confidentiality until the signing, sharing information only under NDA and with key stakeholders, then broad communication following closing or in a controlled way.

  1. Asset sale: buyer chooses which assets (and some liabilities) to acquire - gives flexibility but requires consents.
  2. Stock sale: buyer acquires ownership interests (shares) - continuity is smoother but buyer inherits full liability.

Merger: legal consolidation of entities; often simplifies transfers but may trigger statutory rights (dissenters’ rights, shareholder votes).

The price is based on valuation methods (DCF, comparable companies, precedent transactions, asset approach) and then adjusted via negotiation, risk allocation, escrow, earn-outs, and working capital / debt adjustments.

Most deals take 6–12 months from initial negotiations to full integration. Complex deals, cross-border structures, or regulatory approvals can stretch this longer.

If you are collecting user data - even email addresses for a waitlist - yes. Privacy policies are required by laws like GDPR and CCPA and are expected by users. A simple, transparent policy early on builds trust and avoids compliance risks.

Yes - but only with caution. Permissive licenses like MIT or Apache are generally safe. Copyleft licenses like GPL or AGPL may require you to open source your entire codebase if combined improperly. Always review licenses before including open source code in your product.

It depends on your business model. Trademarks are generally a faster, cheaper way to protect brand identity and avoid conflicts. Patents are valuable for companies with novel inventions or defensible technology but are expensive and time-consuming. Many startups begin with trademarks and trade secrets, and pursue patents only if they become strategically necessary.

Not automatically. Unless a contractor signs an invention assignment agreement, they may retain ownership of what they create. Always use written agreements that explicitly assign all IP to the company.

Both give the right to purchase stock at a fixed price, but:

  • Stock options are usually granted to employees as compensation.
  • Warrants are often given to investors, lenders, or strategic partners as part of financing or business agreements.

Yes, but typically through NSOs, RSUs, or phantom equity rather than ISOs. International employees may require country-specific equity plans due to tax and legal differences. Always consult counsel before granting equity outside the U.S.

Not always. While founders begin with control, each financing round introduces new investors with board seats, voting rights, and protective provisions. Some founders implement dual-class stock or other structures to retain control, but most startups rely on alignment with investors rather than super-voting rights.

Dilution reduces your percentage ownership as new shares are issued, but it doesn’t necessarily reduce the dollar value of your stake. If a funding round increases valuation, your smaller percentage may still be worth significantly more in absolute terms.

It depends on the acquisition terms. Options may be assumed by the acquirer, cashed out, or accelerated. Double-trigger acceleration is common, meaning unvested shares vest if the company is acquired and the employee is terminated without cause.

At least once per year, or whenever a major event occurs (funding round, acquisition offer, significant revenue milestone). A current 409A valuation is required to set fair market value for stock option grants and to maintain compliance with IRS rules.

  • RSAs (Restricted Stock Awards): Shares are issued upfront, subject to repurchase rights if unvested. Best for founders and early hires when valuation is low.
  • RSUs (Restricted Stock Units): Shares are delivered only when vesting is complete. Best for later-stage hires when valuation is high.

An 83(b) election allows recipients of restricted stock to pay taxes at grant rather than as shares vest. Founders and early employees almost always benefit from filing, since share value is usually negligible at the start. Missing the 30-day deadline can create significant tax burdens later.

Yes. Even small teams benefit from reserving equity for future hires. Without a pool, you may run into hiring roadblocks or face last-minute dilution negotiations with investors. Most early-stage companies set aside 10–20% of total equity.

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