A fractional general counsel can support your company at every stage of the fundraising process, from early investor discussions through final contract execution. Having dedicated legal guidance helps protect the founder’s interests while keeping deals on track toward a successful close. A fractional general counsel brings transaction experience without the cost of a full-time hire.

At Spengler & Agans, we help growing companies secure investment on favorable terms while avoiding common pitfalls that harm founders in later funding rounds. Our attorneys have guided numerous businesses through seed rounds, Series A financing, and beyond.

Assistance with Investor Negotiations

Raising capital requires balancing your need for funding with the need to preserve ownership and control of your company. A fractional GENERAL COUNSEL serves as your advocate during negotiations with potential investors:

  • Strategic Vetting: Your fractional counsel evaluates potential investors to determine whether their terms, reputation, and investment philosophy align with your company’s long-term objectives.
  • Term Sheet Guidance: Before you sign anything, your attorney analyzes valuation, liquidation preferences, anti-dilution provisions, and board composition to identify terms that could disadvantage you in future rounds.

Support for Investor Contracts

Investment documents contain complex provisions that determine your rights and obligations for years to come. Under 15 Pa. C.S. § 1522, Pennsylvania law governs the issuance of shares and related corporate actions, making proper documentation vital:

  • Drafting and Review: Your fractional counsel prepares or reviews stock purchase agreements, investor rights agreements, voting agreements, and other transaction documents to protect your interests.
  • Corporate Governance: Investment rounds often require changes to your board structure, voting thresholds, and protective provisions that your attorney must carefully negotiate and document.
  • Due Diligence Preparation: Investors will closely review your contracts, intellectual property, employment agreements, and corporate records, and your fractional general counsel will ensure that these materials are organized and that any issues are addressed before they disrupt negotiations.

The relationship with investors extends well beyond the initial closing, and your fractional general counsel provides ongoing support. Maintaining good standing with investors requires consistent attention to legal and administrative obligations:

  • Cap Table Management: Our business attorneys carefully track ownership percentages, option grants, and convertible instruments to ensure accurate equity distribution among shareholders.
  • Securities Compliance: Federal and state securities laws impose filing requirements and restrictions on private offerings that your fractional counsel monitors and satisfies on your behalf.
  • Reporting Packages: Many investment agreements require ongoing financial and operational disclosures to investors, and your attorney helps establish reporting processes that remain compliant with those obligations.
  • Founder Protection: Your fractional general counsel negotiates founder vesting schedules, acceleration provisions, and employment terms to protect your position if circumstances change.

Contact an Experienced Fractional General Counsel Today

Investor negotiations and contracts shape your company’s future ownership structure and governance for years to come. Contact a business attorney at Spengler & Agans at 610-778-2034 to schedule a consultation to discuss how fractional general counsel can benefit your business.