Startup Lawyer in New Jersey | Formation, Founders Agreements and SAFEs
Counsel for New Jersey founders on entity formation, equity structure, founders agreements, SAFEs and the governance investors will ask about in diligence.
The decisions that hurt a company later are almost always made in year one.
Founders rarely regret the deal they negotiated. They regret the structure they inherited from a template, the equity they promised in a conversation, the intellectual property that still sits with a contractor and the 83(b) election that nobody filed. Those items reappear at the worst possible moment, which is when a term sheet arrives and diligence begins.
I work with founders at the point where these choices are still easy to get right.
Structure follows the exit you are actually planning for.
Delaware or New Jersey, corporation or limited liability company, single class or multiple classes. The right answer depends on who will invest, how founders will be taxed, whether qualified small business stock treatment matters and what a buyer will want to see in five years.
Formation work includes entity selection and organization, charter and bylaw drafting, operating and shareholder agreements, tax identification, initial equity issuance, vesting and 83(b) mechanics, and qualified small business stock planning.
Founders agreements exist for the conversation nobody wants to have.
Vesting, departure, decision rights, what happens when one founder leaves at month nine and what the remaining team owes them. A founders agreement written while everyone is optimistic is the only version that gets written calmly.
AI startups carry a second layer of diligence.
If the company builds on or with artificial intelligence, investors will ask questions that ordinary formation documents do not answer. Who owns the model weights and fine-tuning work. What data trained the system and under what rights. Which third-party model providers the product depends on and what happens if their terms change. Whether the product claims in the deck match what the product does.
I address these alongside the corporate work rather than after it, because the answers shape the cap table, the contracts and the disclosure. See AI Governance and Compliance.
Intellectual property has to be inside the company, not near it.
Founders build early work on personal accounts, contractors deliver code without assignment language and a cofounder’s prior employer has a claim nobody examined. I put invention assignment, confidentiality and contractor terms in place, and handle trademark clearance and registration for the name the company intends to keep.
Getting ready for a raise is a different task than closing one.
Before a financing, the goal is a clean company: documented equity, assigned intellectual property, signed employee agreements, organized records and defensible claims about the product. I prepare companies for that scrutiny and then handle the financing itself. See Corporate, Securities and M&A.
Related work
- The 83(b) Election: the Most Important Filing Never Made
- Musk-OpenAI Verdict Shows Value of Early-Stage Governance
If you are forming a company this quarter, this is the right time to talk.
alan@waltercounsel.com • 973-937-8636 • Send a message