Gould & Ratner’s Emerging Companies & Venture Capital (ECVC) Practice provides practical, market-savvy counsel to growth-stage companies and the investors who back them—from first institutional rounds through exit and everything in between. Our ECVC team blends deal execution with business-minded guidance, drawing on a robust mix of knowledge areas, including corporate law, tax law, technology transactions, cybersecurity and data privacy, employment law, insurance counseling, and mergers and acquisitions.
Our ECVC practice supports players in all aspects of the venture ecosystem.
- On the company side, we advise portfolio, emerging growth and growth-stage businesses that have raised initial capital and are ready to professionalize with a coordinated team of outside general counsel and subject matter experts. For these companies, we provide guidance in a number of areas critical to success, including governance, financings, technology transactions, tax, equity incentive issues, employment and strategic planning as they scale.
- On the investor side, we represent venture funds, family offices, high net worth individuals, syndicate groups and strategic investors in minority growth investments, co-investments and the formation of special purpose vehicles (SPVs).
- We also serve as a trusted partner to firms and advisors seeking to connect their clients with a dedicated venture team that delivers right-sized, sophisticated representation.
Company-Side Services
We guide emerging companies through every stage of growth with a combination of transactional, advisory and strategic support. Our areas of service include:
- Financings: We handle SAFEs, convertible notes, preferred equity rounds, recapitalizations, secondaries, pay-to-play, bridge and rescue rounds, and cap-table restructuring.
- Outside General Counsel & Governance: We advise on Delaware-centric board and stockholder governance, fiduciary duties, conflicts of interest, committee work, information rights, and pre-litigation investigations.
- Technology Transactions: We negotiate SaaS and marketplace agreements, ecommerce and platform terms, distribution and collaboration agreements, and data licensing.
- AI, Data & Privacy: We counsel on data rights, ownership of models and outputs, cloud and API contracts, and AI policies aligned with cybersecurity and privacy obligations.
- Tax & Incentive Equity: We design equity plans (such as options, RSUs and profits interests) and equity-linked alternative plans (such as phantom equity and shadow equity plans), advise on related tax issues (including QSBS/1202 matters), and structure compensation for founders, executives and advisors.
- Employment & Compensation: We assist with executive hiring, restrictive covenants, employment agreements, retention plans and change-in-control arrangements, as well as a broad range of other employment law matters.
- Insurance Counseling: We advise on the full spectrum of coverage issues, ensuring policies meet the needs of companies, investors and boards. This includes aligning directors and officers (D&O), errors and omissions (E&O), and cyber coverage with investor and board expectations, as well as evaluating other liability and risk-transfer arrangements throughout the company lifecycle.
- Dispute Avoidance: We help companies manage internal conflicts, business divorces and investigations, supported by strong pre-litigation strategies.
- Exit-Readiness: We prepare companies for M&A transactions, and when the time comes for a successful exist, we execute on these transactions alongside our M&A team.
Investor-Side Services
We represent investors throughout the deal lifecycle, ensuring their interests are protected and their strategies effectively executed.
- Deal Execution: We negotiate and close investments, starting with strategic advice and structuring at the term sheet stage and continuing through closing. We understand the myriad ways in which investors protect themselves and their investments and are adept at negotiating and executing creative strategies to achieve these goals.
- Structures & Follow-Ons: We design and execute on co-investments, SPVs, secondaries, pay-to-play rounds, bridge financings and emergency structures that preserve investor economics and control.
- Fiduciary & Compliance Counseling: We advise on fiduciary duties to funds and limited partners, manage conflicts of interest, address related-party matters and guide insider obligations.
- Portfolio Oversight: We support investors serving as board members and observers, advise on restructurings, and coordinate positions across financing rounds.
- Insurance Strategy: We align fund-level insurance coverage with portfolio company policies, working closely with specialized brokers to reduce exposure.
Lifecycle & Cross-Practice Integration
Our ECVC practice is designed to guide clients through the full lifecycle of growth, from early financing through to successful exit. What sets us apart is our ability to integrate with other practice areas across the firm, ensuring continuity at each stage. We do not simply assist with financings—we help build a foundation that carries through governance challenges, expansion, and ultimately to acquisition or other exit opportunities. With significant in-house and outside counsel experience, our team sees the whole picture and thoughtfully and effectively advises clients in a holistic manner.
As companies progress, our M&A team provides seamless support on strategic and financial exits. Our tax lawyers design investment structures and equity incentives that hold up over time. Our technology and privacy team ensures that commercialization strategies, data rights and AI governance scale with the business. Employment counsel helps position leadership and teams for stability during periods of growth or transition. And our insurance counseling group ensures risks are anticipated and covered from formation through exit.
By coordinating across practices, we offer clients a consistent, experienced team that understands both the immediate and long-term goals of emerging companies and their investors.
Representative Industries
Our ECVC team works across a wide range of industries, including:
- Artificial Intelligence & Machine Learning
- Software & SaaS
- Fintech & Data-Driven Services
- Energy, Clean Tech & Climate Tech
- Consumer Products & Hard-Asset Businesses
- Highly Regulated/Emerging Markets (including cannabis and alcohol)
- Digital Media & Marketing Tech
Why Choose Gould & Ratner?
Clients choose us because we operate as a true venture team. We are recognized by counterparties for keeping deals on track and delivering sophisticated representation at right-sized rates. Our dual perspective—representing both companies and investors—provides insight into market trends and strategies. Many of our lawyers also bring in-house experience, grounding our advice in business realities. Above all, we help clients avoid pitfalls, preserve value and achieve long-term success.
