Raising on a SAFE or convertible note
Reviewing or preparing the SAFE or note, the valuation cap and discount terms, side letters and pro rata rights, and the company approvals that go with them.
VENTURE FINANCE
Raise on terms you understand.
We help founders prepare for investment and close financings, from a first SAFE through a priced round. The work covers the documents investors will send, the records they will ask to see, and the approvals the company needs before money moves.
By Drew Jacobs, Esq. — Founder, Jacobs Counsel LLC
Last reviewed:
Start with a complimentary 15-minute fit-and-intake call with Jamee (no legal advice), or a paid 30-minute attorney strategy session with Drew ($350).
What do you need help with?
Closing a seed or Series A round
Term sheet review and negotiation, stock purchase agreements, investor rights, voting and right of first refusal agreements, charter amendments and closing checklists. For larger rounds we coordinate with investor counsel and bring in specialist counsel where the deal needs it.
Getting investor-ready
Capitalization records, option pool and equity grant documentation, founder vesting, IP assignments and the corporate records investors ask for in diligence.
Bridge, friends-and-family and bespoke structures
Short-form financings between rounds, loans from insiders and the documents that keep those arrangements clean for the next round.
The people behind the work
Drew leads the firm's work with growing businesses. Caitlin advises founders on entity formation, corporate governance and private placements. We identify the attorney responsible for your matter when we agree on the engagement.
Andrew R. Jacobs, Esq.Founder & Managing AttorneyDrew founded Jacobs Counsel and advises businesses, athletes, and creators. He is admitted in New York, New Jersey, and Ohio.View profile 
Caitlin HannibalOf CounselCaitlin advises athletes, sports and media companies, and founders. She is admitted in New York and is a WNBPA Certified Player Agent.View profile How a financing engagement works
- Step 1
Share the term sheet or proposed documents and your timeline.
- Step 2
We confirm fit, conflicts and the responsible attorney.
- Step 3
We agree scope and fees in writing before work starts.
Scope and fees, agreed in writing
Defined projects
A defined financing, such as a SAFE or a round on agreed documents, may be quoted at a fixed fee. The proposal identifies the documents, approvals, negotiation and closing work included.
Ongoing or evolving matters
Ongoing advice and matters with a changing scope may be hourly, retainer-based or hybrid. The written engagement sets out the work and fees.
Frequently Asked Questions
Can you review a SAFE an investor sent us?
Yes. We can review the SAFE against your priorities, explain the valuation cap, discount, side letter and pro rata terms, and propose changes if that work is included in the engagement. Identify the investor first so we can complete a conflict check.
What should we have ready before a seed round?
Start with your formation documents, capitalization records, board and stockholder approvals, equity grant documentation and IP assignments. These are the records investors ask to see in diligence. We can review what exists and identify gaps before the term sheet arrives.
Do you work with the investor's counsel?
Yes. When we represent the company, we negotiate the documents and work through the closing checklist with investor counsel. For larger rounds we bring in specialist counsel where the deal needs it.
Can a financing be a fixed fee?
A defined financing may be quoted at a fixed fee. Financings with a changing scope may be hourly, retainer-based or hybrid. The written engagement sets out the work and fees.
Do you handle the tax side of a round?
Tax questions are coordinated with the company's accountant or tax advisor. We handle the legal documents and company approvals and work with your tax advisor when a term in the round raises a tax question.
Guides and related services
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Let's talk about your next step.
Choose a complimentary 15-minute fit-and-intake call with Jamee (no legal advice) or a paid 30-minute attorney strategy session with Drew ($350).
Prospective client disclaimer: contacting Jacobs Counsel or booking a call does not create an attorney-client relationship. Please do not send confidential information until representation is confirmed in writing.