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Venture financing, M&A, and transactional counsel for technology-based companies

Term sheet in hand, or expecting one? Our attorneys negotiate the terms, run diligence, and close the deal.

Discuss your financing timeline

No pressure. Just a conversation to see whether our approach matches what you are looking for.

AlphaTech Counsel is a law firm that serves as outside counsel to emerging technology companies, from venture financings and M&A to the contracts, equity, and governance of everyday growth.

Sound familiar?

  • Your lead investor sent a term sheet, and you want to know which terms are market and which are not, what matters beyond valuation and board composition, and which terms will shape the company long after this round.
  • Investor's diligence request list is on its way, and you are not certain your cap table, option grants, IP assignments, and board approvals will hold up.
  • Your current lawyer handled formation well and is a nice person. A priced institutional round is a different deal and you're not sure your lawyer has the experience.
  • And you still have a company to run, customers to pitch, and team members to hire, while all of this closes.

You've put in the work, built the initial team, and validated your product. Now the stakes are rising fast. Companies at this stage are who our firm was built to serve. (Read our archetype client story about Jordan.)

From term sheet to close

  1. VC term sheet review and strategy

    What is market, what matters for your company, and where to spend negotiating capital.

  2. Pre-diligence cleanup

    Reconcile the cap table, cure missing board and stockholder approvals, tidy option grant records, and close founder and employee IP assignment gaps before investors find them.

  3. Diligence response

    Organize the data room and prepare disclosure schedules so diligence doesn't stall the deal.

  4. Financing documents

    Charter amendment, stock purchase agreement, investor rights, voting, and co-sale agreements for your venture capital financing, negotiated with investor counsel.

  5. Cap table and option pool

    Pro forma cap table modeling so you understand dilution and pool sizing before you agree to them.

  6. Closing and after

    Signatures, filings, and closing deliverables, plus the governance and scaling up a new board requires.

Two people shaking hands across a table

Deal leadership when it counts

When you are navigating a priced financing round, we bring experience, judgment, and deal leadership to help get the deal done. We understand that important deals often take extra effort and late nights, because the lapse of time frequently kills deals.

We have supported founders of emerging technology companies through hundreds of strategic deals, financings, acquisitions, company sales, and growth milestones. The same approach carries over to M&A, whether your company is making an acquisition or considering a sale. Our focus, experience, and service add up to strategic judgment and execution discipline: a legal team that helps you work through the complex decisions and also handles the practical legal work that has to get done.

A hand checking items off a list

After the round closes

A Series A brings a board, investor reporting, and a faster pace of contracts and hires. After closing, clients can continue with AlphaTech Subscription Counsel: regular strategy calls, Q&A support, identified routine matters, and the occasional project, all for one flat quarterly rate instead of runaway hourly time. Legal issues are surfaced and resolved early, and we build institutional knowledge that positions you for your next signature deal.

Is AlphaTech a fit?

We are selective about who we work with. We turn away more engagements than we accept, because the right fit drives better results.

We are likely a good fit if you:

  • lead a technology-enabled company with a scalable business model;
  • have a term sheet, or expect an institutional round (Series A or later) within the next six months; and
  • want counsel who will think strategically and move quickly, not the lowest-cost option.
See if AlphaTech is a fit

No pressure. Just a conversation to see whether our approach matches what you are looking for.

Questions founders ask

Can you step in after the term sheet is signed?

Yes. Many companies come to us at the term sheet stage. While the best time to come to us is before a term sheet is signed, we can step into a deal that is already underway.

Do you handle M&A as well as financings?

Yes. We represent technology companies in acquisitions and company sales as well as venture financings. The preparation for one, such as a clean cap table, proper approvals, and complete IP records, also helps with the other.

Where are your clients located?

Our clients are located throughout the United States with some in Europe and Asia where we serve as specialty counsel.

You want to scale? We get shit done.

Schedule an introductory call

Jordan's story

Jordan leaned back in his chair, staring at the ceiling. His chest felt tight. His company had just closed its first six-figure ARR deal with a market-leading customer. A massive win. A game-changer. But instead of celebrating, his mind raced. The contract was signed—but could they actually deliver? The weight of the company’s future pressed down on him. Beneath the exhaustion, there was a charge of excitement. He was on the edge of something big. But if he took a misstep now, it could all fall apart.

The next morning, he walked into the office with renewed determination. They had to move fast. He gathered his co-founders, whiteboards filled with priorities. What could they deliver immediately? What had to wait? His team was already stretched thin, and they had a backlog of customer opportunities, but they didn't have the cash to expand the team. By midday, the weight of reality pressed harder. Two months. That’s all they had before cash ran dangerously low. There was no room for error. Then, an email notification . . .

From: Joe (Investor)
Subject: Let’s set up a call.

His pulse kicked up. Not a commitment. But movement. He forwarded it to his team: “We need our numbers airtight. No mistakes.”

That evening, he sat alone in the dim office, eyes locked on spreadsheets. Burn rate. Payroll. Vendor costs. Customer requests. Every scenario led to the same conclusion: they were running out of time. His coffee had gone cold. He hadn’t eaten since breakfast. The exhaustion gnawed at him, but he couldn’t stop.

The next morning, he paced the office, waiting for the investor call to begin. His team had prepped relentlessly. Their financials sharpened, sales funnel mapped, value proposition crystal clear. They were as ready as they could be.

The call started smoothly. The investor, a partner at a top venture fund, asked sharp questions. Jordan knew his responses landed as the investor nodded along. Then—the curveballs.

“We like what you’re building, Jordan. What’s your entity structure?”

“We’re an LLC,” Jordan answered.

A pause.

“That’s a problem. We need to see a C-corp before we can close. Your lawyers can handle that.”

Jordan’s stomach twisted. The founders had debated that issue. They chose an LLC for simplicity. Now, it was a roadblock. “We can make that transition,” he said evenly, though his brain was already spinning.

“Good,” the investor replied. “Also, how’s equity split among founders, and what’s your equity plan for early hires?”

Jordan hesitated. The truth? It was a handshake agreement. They’d always meant to formalize it. But there was always something more urgent. “We split equity evenly among founders and are finalizing the plan for early hires.”

The investor didn’t miss a beat.

“Even splits rarely work as they don't create the right incentives," the investor quickly retorted. "Those most responsible for the company's future success should have the most equity. You’ll need to fix that. And you’ll need a sizable option pool for employees. We’ll build that into the term sheet.”

Jordan nodded, writing it down, but his pulse pounded. He knew there was some issue with a large option pool creating a lower price for investors and dilution for founders, but he couldn't quite remember the details of the issue and what was considered "standard."

The conversation continued. "I'll send you a diligence request, and we'll need you to set up a VDR," the investor said. "I understand from our prior exchange that you want to close within the next couple of months; we'll need you to act fast on the diligence and VDR if you want to stick with that timeline,” he added.

The call ended. Jordan exhaled, but his body was rigid. It had gone well—the investor was talking about a term sheet. But, overhaul their entity structure, renegotiate equity with his co-founders, prepare due diligence response in a few weeks—all while keeping the company afloat and closing customer deals? And, what the heck is a VDR, he thought.

His co-founders and team were looking to him to make things happen. He was the leader. And, this was about more than funding—it was about building the foundation for scaling his company that he knows will be great one day. He wasn't sure who to turn to in order to vet his ideas and negotiate all the details. He needed someone who understands the issues and can help navigate through the obstacles to help make this vision happen.

CONTACT INFORMATION

PHONE608.709.2622

EMAILtheteam@alphatechcounsel.com

OFFICE ADDRESS10 N. Livingston Street, Suite 305
Madison, WI 53703