CLOSE DEALS

Structure. Scale. Exit.

We build legal foundations that attract capital, close deals faster, and position you for the exit you want. For dealmakers who move fast and think long-term.

By Drew Jacobs, Esq. — Founder, Jacobs Counsel LLC

Last reviewed: May 2026

Structure Your Deal →

What legal support do startups need from day one?

Whether you're launching your first venture or structuring complex multi-entity operations, we build legal foundations that attract capital, minimize risk, and scale with you.

Entity Formation & Structuring

We don't just file paperwork—we architect business structures optimized for your specific goals. Investor fundraising, tax efficiency, liability protection, or IP holding—we build it right from day one.

Formation Options:

• Delaware C-Corp (venture-backed startups)
• LLC with custom operating agreement
• S-Corp election for tax optimization
• Multi-entity structures (OpCo/HoldCo)
• IP holding companies

Investor-Ready Documentation

VCs and angels want clean cap tables, proper equity structures, and airtight operating agreements. We deliver institutional-quality documentation that passes due diligence without red flags.

What You Get:

• Operating agreement or bylaws
• Founder equity vesting agreements
• Board consent resolutions
• Employee stock option plan (ESOP)
• Capitalization table setup
• Investor-ready data room preparation

Commercial Contracts & Transactions

Customer agreements, vendor contracts, service agreements, and partnership deals. We draft, review, and negotiate contracts that protect your interests and close deals faster.

Contract Types:

• Customer service agreements (SaaS, professional services)
• Vendor and supplier contracts
• Strategic partnership agreements
• Distribution and reseller agreements
• Joint venture structures

Mergers, Acquisitions & Business Sales

Buying or selling a business? We handle asset purchases, stock sales, earn-outs, due diligence, and closing documents to protect you through the transaction.

Transaction Support:

• Letter of intent (LOI) drafting/review
• Due diligence coordination
• Purchase agreement negotiation
• Asset vs. stock purchase structuring
• Escrow and earn-out provisions

How We Can Help

SaaS Startup Pre-Seed Structure

Situation: Technical founders building AI SaaS product with no legal entity, preparing for fundraising.

How we can help: Create Delaware C-Corp with proper founder vesting, employee option pool, clean cap table, and investor-ready documentation—positioning the company for successful fundraising with institutional-quality legal foundations.

Athlete Business Venture Structure

Situation: Professional athlete launching product brand, needs structure for sales, IP protection, and wealth management.

How we can help: Design multi-entity structure separating operations from IP ownership, creating tax-efficient setup with asset protection that allows brand growth while securing the athlete's intellectual property and personal wealth.

Creator to Business Transition

Situation: Content creator expanding beyond content into coaching programs and software products.

How we can help: Form proper business entity with optimal tax election, transfer IP into company, draft customer agreements, and create licensing structures—transforming solo operation into scalable business with significant tax advantages.

What business transactions do we handle?

Entity formation (LLC, Corp, LP) across NY, NJ, and OH

Founder agreements, operating agreements, and bylaws

Equity structuring, vesting schedules, and cap table setup

Seed and Series A fundraising document preparation

Mergers, acquisitions, and asset purchase agreements

Joint ventures and strategic partnerships

Commercial contracts (MSAs, SaaS agreements, vendor agreements)

Fixed-Fee Business Legal Services

Entity Formation

Fixed Fee

Includes filing, EIN, operating agreement

Founder Agreements

Fixed Fee

Equity splits, vesting, IP assignment

Fundraising Document Packages

Fixed Fee

Term sheets, SAFE notes, investor docs

Commercial Contracts

Fixed Fee

Drafting, review, and negotiation

For Startups

Building a company? Start with the right legal foundation. Most startup legal problems come from shortcuts taken in year one. Jacobs Counsel builds entity structures, founder agreements, and IP assignments that scale with your company.

Need Ongoing Support?

Need ongoing support as you grow? Embedded Counsel gives you a fractional legal department for one fixed monthly fee.

Learn More

Find Your Optimal Business Structure

Compare sole proprietorship, LLC, S-Corp, and C-Corp options based on your needs.

Business Structure Quiz

Find the optimal legal structure for your business based on revenue, growth plans, and liability concerns.

8 questions•5-7 min

Take Assessment

Who This Is For

Startups & Founders

Build fundable structures and investor confidence from launch.

Athletes

NIL ventures, brand partnerships, and post-career business entities.

Gaming Operators

Multi-state compliance and legal support for gaming businesses.

Related Resources

STARTUPS

Choosing the Right Entity for Your Startup

LLC vs C-Corp: What founders need to know.

ATHLETES

NIL Business Structures for Athletes

How to set up your NIL business the right way.

GAMING

Gaming Compliance Checklist

Essential requirements for multi-state gaming operations.

Frequently Asked Questions

Should I form an LLC or C-Corp for my startup?

LLCs offer tax flexibility and simplicity, ideal for lifestyle businesses. C-Corps are better for venture-backed startups seeking investment, with better equity structures and investor familiarity. We analyze your funding goals, growth plans, and tax situation to recommend the right entity.

How much does business formation cost?

All entity formations are quoted as a fixed fee based on complexity. We scope every engagement upfront so there are no surprises. Book a strategy call to get a clear quote for your formation needs.

What should be in a founder agreement?

Founder agreements must include equity splits, vesting schedules (typically 4 years with 1-year cliff), roles and responsibilities, decision-making authority, IP assignment, and departure terms. Without these, co-founder disputes can destroy your company.

Do I need an attorney to review contracts?

Yes. Business contracts contain complex legal terms that impact your liability, payment, IP rights, and exit options. We identify red flags, negotiate better terms, and protect you from one-sided agreements that favor the other party.

What's the difference between a contractor and employee?

Misclassifying workers as contractors instead of employees can result in massive tax penalties and lawsuits. We analyze the relationship, draft compliant agreements, and ensure you're protected from IRS and state labor audits.

AI-Native Advantage

AI handles first-pass review of vendor contracts, employment agreements, and fundraising documents. You get senior strategy without paying for junior associate research hours.

Learn how we work