Advisory

Our advisory practice is centered on founder-side and principal-level decision-making at critical inflection points.

We work with founders, executives, and investors where legal structure, economics, and control intersect — often before a transaction is fully defined or when conventional execution-only advice is insufficient.

This includes strategic advisory across financings, restructurings, governance transitions, and complex contractual arrangements, as well as targeted venture-grade advisory for principals and partners navigating equity, carry participation, or long-term economic exposure within investment or operating structures.

Advisory is not a catch-all service.

It is judgment applied to enforceable legal rights when alignment breaks and options narrow.

Next steps

→ Book a Strategy and Advisory Call

→ View Workflow Kits

→ Explore Legal Plans

Advisory Focus Areas

We are most often engaged to advise on:

• whether to accept, renegotiate, or walk away from a term sheet that appears attractive on price;
• dilution inflection points created by option pool, valuation mechanics, or cumulative preferences;
• bridge financings and inside rounds where short-term capital quietly reshapes long-term leverage;
• down rounds, recapitalizations, and structural resets under pressure;
• board, consent, or control dynamics that block strategic decisions;
• equity and incentive decisions used to address retention, misalignment, or leadership transitions;
• secondary liquidity decisions that reshape incentives without a full exit.
• targeted review of limited partnership agreements, GP entities, and carry vehicles.
• analysis of LP carry allocation mechanics, vesting, forfeiture and reallocation triggers, and clawback frameworks.

These are not edge cases. They are recurring pressure points where legally permissible paths diverge sharply in consequence.

What We Mean by “Advisory”

Advisory is not execution.

It is judgment applied to structure: deciding when to act, what to concede, and which risks matter now versus later. Advisory sits between legal mechanics and business strategy, translating rights on paper into outcomes in practice.

Our advisory work is grounded in corporate and securities law, fiduciary duties, and enforceable shareholder and governance arrangements. Our role is not to restate those rules, but to advise on how they operate in real situations, where leverage, timing, and incentives no longer align cleanly.

Most companies do not need advisory work continuously. They need it at specific inflection points, when a single decision can reshape ownership, control, or exit optionality.

When Advisory Matters Most

Advisory work typically arises when the company is operating under constraint rather than choice.

• Negotiation Pressure

Term sheets, bridge financings, and restructurings often arrive with artificial deadlines, asymmetric leverage, and pressure to “just get it done.”

At these moments, the risk is not missing a clause — it is misunderstanding which decisions actually matter.

• Alignment Breakdown

Founders, investors, and employees are rarely misaligned at the beginning. Misalignment emerges over time:

• after dilution,
• after missed milestones,
• after leadership or market changes.

Advisory helps determine whether misalignment is tactical and manageable — or structural and irreversible.

• Stress Scenarios

Down rounds, recapitalizations, secondary liquidity, and executive transitions expose weaknesses in prior assumptions. At this stage, leverage has shifted and options are constrained.

Advisory is about choosing the least bad path, not the theoretically optimal one.

Core Advisory Focus Areas

Our advisory work concentrates on decision-making under uncertainty, where small choices produce outsized downstream effects.

• Leverage, Timing, and Process

Leverage is rarely positional. It is temporal.

Deadlines, capital scarcity, internal alignment, and investor alternatives often matter more than formal bargaining power. Advisory work helps clients distinguish between terms that genuinely constrain future outcomes and those that are negotiable noise.

• Dilution Inflection Points

Dilution accumulates through option pools, valuation mechanics, preferences, and stress-driven financings. At certain points, dilution crosses an inflection threshold that changes negotiation reality.

Advisory focuses on identifying those moments before they become irreversible.

• Incentives and Equity Under Pressure

Equity decisions made under pressure tend to have lasting consequences.

We advise on option pool expansions, refresh grants, ESOP design, and founder or executive equity adjustments — not as administrative exercises, but as redistributions of risk and reward.

• Structural Decision-Making

Some decisions appear legal but are fundamentally strategic:

• whether to accept bridge financing,
• whether to pursue a down round or wait,
• whether secondary liquidity solves or deepens misalignment.

Advisory evaluates these choices in light of downstream financing impact, governance consequences, and exit optionality.

• Fund Economics & GP / LP Advisory

We advise principals, partners, and senior professionals on the economic and contractual implications of venture and private investment fund structures.

Our advisory work in this area commonly includes:

• targeted review of limited partnership agreements, GP entities, and carry vehicles, limited to provisions governing economics, vesting, clawback, capital commitments, and termination outcomes,
• analysis of carry allocation mechanics, vesting schedules, forfeiture and reallocation triggers, and giveback or clawback frameworks,
• review of offer letters and employment or participation agreements and their integration with fund documentation,
• assessment of capital commitment, draw, and funding obligations across different scenarios,
• identification of structural or drafting risks that materially affect downside exposure or long-term participation.

Our Approach

We approach advisory work as contextual problem-solving, not template application.

Our work typically involves:

1. isolating the real decision being made (often not the one presented),
2. mapping legal rights against leverage and timing,
3. modeling second-order effects across financing, governance, and exits,
4. advising on sequencing and positioning, not just documentation.

Where appropriate, we provide candid guidance on what cannot be fixed, so decisions are made with clarity rather than optimism.

Advisory in Relation to Financing, Governance, and Exits

Advisory does not replace other practices. It intervenes between them.

• Financing creates structure.
• Governance allocates power.
• Advisory addresses moments where those systems are under strain.
• M&A reconciles outcomes.

Many of the hardest problems companies face are not failures of law, but failures of judgment under pressure.

How Clients Engage Us

Clients engage us in different ways depending on timing, complexity, and objectives.

Common engagement paths include:

• bespoke advisory or transactional engagements tailored to the specific mandate,
• targeted support on discrete issues or inflection points,
• ongoing advisory support as the business evolves.

For clients seeking clarity and predictability at the outset, we also offer:

• Workflow kits offering curated bundles of essential legal documents
• Structured legal plans designed to support companies at specific stages of growth.

We tailor the engagement to the company’s stage and objectives. Depending on stage and complexity, this work may be delivered through bespoke engagements or coordinated with structured legal plans and workflow kits.

Next steps

→ Book a Strategy and Advisory Call

→ View Workflow Kits

→ Explore Legal Plans

Related Insights

Our advisory perspective is informed by repeated exposure to the same structural stress points across different companies, rounds, and outcomes. Relevant analysis includes:

• When to Walk Away from a “Good” Term Sheet
• Leverage Is Temporal
• What to Fight For (and What to Ignore)
• How to Read a Cap Table Like an Investor
• Modeling Dilution Across Multiple Rounds
• What Happens to Your Cap Table in a Down Round
• Pre-Money vs Post-Money and Anti-Dilution Protection
• Conversion Mechanics and Failure Modes 

These insights reflect how advisory decisions play out in practice — not how they are described in isolation.

Closing

The hardest legal decisions are rarely about documents.

They are about judgment when information is incomplete and leverage is shifting.

We help founders and boards make those decisions with clarity, realism, and an understanding of downstream consequences.

Next steps

→ Book a Strategy and Advisory Call

→ View Workflow Kits

→ Explore Legal Plans