The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term sheet, handling the securities filings, and running the round to a clean close — with the depth of a large corporate firm and the directness of a boutique.
A SAFE is not a priced round. A convertible note carries a maturity date and interest that a SAFE does not. A term sheet that looks founder-friendly on valuation can still give away control through the fine print on the board, the protective provisions, and a right of first refusal. The headline number is rarely the part that matters most a round later — the structure is. We read a financing for what it does to the company over the next two rounds, not just for what it closes today.
What we do
Most financings move through the same stages, and we cover the company side of each:
Choosing the instrument — SAFE, convertible note, or a priced equity round — for the amount and the stage you’re at.
Reviewing and negotiating the term sheet before you sign anything, and pushing back on the terms that matter: economics, dilution, and control.
Responding to investor counsel and turning the long-form documents around without losing weeks.
The securities-law side — confirming the prospectus exemption you’re relying on and making the filings the raise requires.
Running the round to close, with the cap table and resolutions in order.
What you should know going in
Every dollar raised dilutes the founders and everyone already on the cap table, and the order in which you raise affects how later rounds price. We model that out with you before terms are locked, so the raise you’re about to do doesn’t quietly close off the one after it. Securities compliance is not optional housekeeping either: a raise done without the right exemption and filings becomes a problem you carry into diligence at your next round or your sale. Getting both right now is far cheaper than explaining either later.
Where the judgment comes in
A single, standard instrument is straightforward, and we treat it that way. The judgment is needed once a round is negotiated — when investor-led documents arrive, when there’s live back-and-forth with the other side’s counsel, when control terms have to be weighed against the cash, or when foreign investors make the structure cross-border. That is not form-filling. We handle it as advisory work, applying the same senior judgment a much larger firm would bring — directly, through the lawyer responsible for your matter, rather than supervised from a distance.
Who we work with
We act for companies raising — from a first SAFE through to a priced Series A — and for the investors and funds deploying the capital, on one side of any given deal. That includes founders and early-stage companies, growth companies returning to market, and U.S. and other foreign investors backing Canadian companies. Whichever seat you’re in, you deal with the lawyer running the matter, from the term sheet through to the wire.
How we work
Large-firm experience, boutique focus. The depth of financing 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 raise involves and what it will cost before it starts; where a single instrument is standard, we can handle it at a fixed fee.
Built for the long term. Most companies raise more than once. We’d rather be the counsel who knows your cap table by the next round than bill a single file.
For a single SAFE or convertible note on ordinary terms, the work is well-defined, and we offer it at a fixed fee through our Funding Kit — to get that one instrument done properly. A negotiated round, securities filings beyond the basics, and anything investor-led move into advisory work, so you’re never paying a fixed price for a raise that needed judgment.
Common questions
SAFE or convertible note? It depends on the stage, what your investors expect, and whether a maturity date and interest make sense for you. A SAFE is simpler; a note behaves more like debt until it converts. We choose with you.
Should I sign the investor’s term sheet as it is? Have it reviewed first. Valuation is only part of the picture — board composition, protective provisions, and a right of first refusal can shift control regardless of the headline number.
Do I have to file anything with securities regulators? Almost always. Most private raises rely on a prospectus exemption and require filings; getting it right now avoids a diligence problem at your next round or sale.
How much will this round dilute us? We model it before terms lock — including how this round affects the price and room available in the next.
Can you step in if we already have a term sheet? The earlier we see it, the more we can do — but we can still help once it’s signed.
Further reading
Our series Venture Capital: Structure, Power, and Outcomes walks through how venture deals actually work — from convertible instruments to priced rounds, through negotiation and cap-table evolution to exit economics. Explore the series →
What comes next
A financing rarely stands alone. Around it sit the ownership and equity structure the round runs through, the governance that changes as investors arrive, the shareholder agreements that govern the cap table, and — eventually — the sale or acquisition the early terms were quietly shaping all along. We can take each as it comes, or act as your ongoing corporate counsel across all of it.
If you’re raising, or about to — bring us the term sheet before you sign it.
Tell us what you’re raising, and you’ll hear back from the lawyer who would handle it.
Our recent experience includes complex corporate and transactional mandates involving multi-party negotiations, layered capital structures, and cross-border execution. Representative matters include:
advising on a CAD $2M equity financing for a Toronto-based cybersecurity company.
structuring a CAD $4.5M convertible note financing for a Canadian technology startup.
advising on a USD $5M cross-border equity financing involving international venture structuring.
managing a USD $100M+ ownership restructuring of a venture-led, government-backed aerospace project
Across these engagements, our focus is durability — ensuring that each transaction remains structurally coherent through future financings, governance evolution, and exit scenarios.
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
The instrument you raise on — and the terms inside it — set the price of every dollar that comes after. We work the substance of the raise, not just the signatures at the end: choosing the instrument, negotiating the term...
