Ownership & Equity Structuring

How a company splits ownership — share classes, founder vesting, the option pool — is a series of small decisions that shape the next round, the next hire, and eventually the exit. We help you make them deliberately and document them so they hold — with the depth of a large corporate firm and the directness of a boutique.

Book a consultation  ·  How we work 

Why structure matters here

Each ownership decision looks small in isolation. Who holds which class of shares, and what those shares can actually do. Whether founder equity vests or is simply held. How big the option pool is and who it’s for. Taken one at a time they seem like paperwork; taken together they decide how a financing prices, how a key hire is paid, and how proceeds are split at a sale. The cost of getting them wrong rarely shows up now — it shows up at the round or the exit, when the structure is expensive to unwind. We’d rather set it deliberately at the start.

What we do

The recurring decisions we structure and document:

• Share classes and rights — common and preferred, voting and non-voting: who gets what, and what each class is actually entitled to.
• Founder vesting — restricted shares on a vesting schedule, so equity is earned over time rather than leaving with a founder who departs early.
• The option pool — an ESOP or equity incentive plan sized to attract the people you need, structured before you start granting.
• Dilution across rounds — modelling how ownership moves as you raise, so no one is surprised by where they land.
• Clean-up and readiness — a cap table that reconciles and survives diligence, fixed ahead of a financing rather than during one.

Where the judgment comes in

A single-class company with a standard vesting schedule is straightforward, and we treat it that way. The judgment is needed once there are multiple share classes with real differences between them, equity that has to be negotiated among founders or with investors, incentive arrangements beyond a plain option pool, or a cross-border holder who changes the analysis. That is advisory work, and we handle it directly — the same senior judgment a much larger firm would bring, applied by the lawyer responsible for your matter.

Working with your tax and valuation advisors

Equity structuring runs into tax, valuation, and securities questions that need dedicated advice. We spot those issues early and coordinate with your tax and valuation advisors so the legal structure and the tax position are built together, not in conflict. We do not give tax advice in-house — and we’ll tell you plainly when a decision needs your accountant in the room before it’s made.

Who we work with

We act for founders dividing equity at the start, companies putting in an option pool before they hire, and growth companies cleaning up a cap table ahead of a raise or a sale. We also act for the investors and funds who need a target’s equity structure understood before they commit. Whatever the stage, you work with the lawyer handling your matter — from the first structuring conversation through to the documented, diligence-ready cap table.

How we work

• Large-firm experience, boutique focus. The depth of equity-structuring work clients would expect from a much larger firm, delivered at a scale where they’re known rather than numbered.
• Senior attention, directly. You deal with the lawyer responsible for your matter, not a rotating team.
• Scoped, and clear on cost. We tell you what the work involves and what it will cost before it starts; where a setup is standard, we can handle it at a fixed fee.
• Built for the long term. Equity structure is revisited at every round. We’d rather know your cap table over the next decade than paper a single step of it.

Read how we work → 

If your setup is standard

For the common cases, the work is well-defined and we offer it at a fixed fee: a standard restricted-share and vesting setup through our Equity Structuring Kit, and the option plan itself through our ESOP Plan Setup Kit. Where the structure is more involved — multiple classes, negotiated terms, or tax-sensitive arrangements — the work moves to advisory, so you’re never paying a fixed price for something that needed judgment.

Explore equity structuring kit → 

Common questions

• Should founder equity vest? In most companies with more than one founder, yes. Restricted shares on a vesting schedule mean equity is earned over time, so it doesn’t leave with a founder who departs in the first year. It’s far easier to agree this at the start than to revisit it later.
• How big should the option pool be? Size it to the hiring you actually plan, not a round number. Investors often expect a pool to be in place before a round — and because it dilutes the founders, it’s worth setting deliberately rather than by default.
• What’s the difference between common and preferred shares? Common is the founders’ and employees’ ordinary equity; preferred is what investors typically take, with added economic and control rights. The detail of those rights is where the structuring work lives.
• Our cap table is a mess — can you fix it? We reconcile it and correct the structure ahead of a financing, so it holds up in diligence rather than stalling the deal.
• Do you handle the tax side? We spot the tax and valuation issues and coordinate with your advisors, but we don’t give tax advice in-house.

What comes next

Equity structure sits alongside the founders’ and shareholder agreements that govern the owners, the governance that decides who controls what, the venture financing the structure has to survive, and the sale or acquisition where the cap table is finally tested. We can take each as it comes, or act as your ongoing corporate counsel across all of it.

Set the structure before it’s expensive to change.

Tell us where your equity stands, and you’ll hear back from the lawyer who would handle it.

Book a consultation  · Have a question first? Contact us