BUILDWITHOUTlegal friction.
Big ideas.
Clear next steps.
Ethan Cole advises founders and technology companies from formation through fundraising, commercial growth, and what comes next.
01 / STARTUP COUNSEL
Legal support
for every stage
of the company.
From the first founder conversation to your next round of funding. The legal questions change. Your counsel should keep up.
Focused support for formation, ownership, fundraising, SaaS agreements, hiring, and governance—built around where you are today and where you want to go.
+02 / FIVE CONNECTED SOLUTIONS
What do youneed to move?
Different questions.
A connected legal foundation.
01 / BUILT AROUND YOUR BUSINESSRaise with the structure in view.
EXPLORE CAPITAL ↗Legal support that grows with you.
EXPLORE WHAT’S NEXT ↗+03 / FROM INCORPORATION TO SCALE
One company.Different legal needs.
From zero to what’s next.
Explore your stage.
form↗
Give the idea a structure built for what comes next.
Entity selection / Delaware C-Corp / LLC / Incorporation / Governancebuild↗
Align the people, the product, and the ownership.
Founder relationships / IP assignment / Contractors / Product ownershiphire↗
Bring the right people in with clear expectations.
Employees / Advisors / Equity / Option grantsraise↗
Understand the capital and the commitments that come with it.
SAFEs / Convertible notes / Seed financing / Investorssell↗
Turn product momentum into durable commercial relationships.
SaaS agreements / Enterprise contracts / Licensing / Commercial dealsscale↗
Keep the legal foundation moving with the business.
Governance / Option plans / Due diligence / Ongoing counsel04 / THE REALITY OF BUILDING
Complexity
shows up early.
01Ownership is unclear.
02IP was built before incorporation.
03Founder equity doesn’t vest.
04An investor sends a SAFE.
05Your first customer sends a 40-page contract.
06The company makes its first hires.
07Diligence starts before the records are ready.
+05 / THE APPROACH
Clear structure.Practical counsel.
Startup-native
Advice designed around how early-stage companies actually operate.
End-to-end
A connected foundation from formation through financing and scale.
Commercial
Legal decisions considered alongside the business objective.
+06 / FORMATION & CORPORATE
Start withthe company.
Forming the entity is only the beginning. Ownership, governance, founder equity, IP, and fundraising readiness should be considered together.
- Delaware C-Corporations
- California entities and LLC considerations
- Certificate of Incorporation and bylaws
- Initial board consent and officer appointments
- Founder stock and corporate records
- EIN and registered agent coordination
+07 / FOUNDERS & EQUITY
Who ownswhat?
And what happens when things change? Align ownership, vesting, founder responsibilities, IP, and the cap table.
- Founder shares and restricted stock
- Vesting schedules and cliffs
- Stock purchase agreements
- Board approvals
- Dilution and capitalization records
Some decisions don’t wait.
Founders receiving restricted stock may need to evaluate an 83(b) election promptly. Filing deadlines can be strict.
General education only. Discuss tax consequences and filing requirements with a qualified tax professional.
OWNERSHIP EVOLVES / ILLUSTRATIVE EXAMPLE
Your cap table tells a story.
Illustrative only. Actual capitalization depends on the company and financing terms. These stages are separate simplified snapshots, not a recommended allocation.
+08 / FUNDRAISING & VENTURE
Capital changesthe company.
Financing documents affect more than money. They may affect ownership, governance, dilution, and future rounds.
BOOTSTRAP
Build with your own resources. Keep contributions, ownership, and company spending documented.
Stages and instruments vary by company. A SAFE is an instrument, not a required funding stage.+09 / SAAS & COMMERCIAL
Software needscontracts.
The relationship between your software and the people who use it is defined by agreements.
+10 / STARTUP INFRASTRUCTURE
The startuplegal stack.
Your startup has a tech stack.
It needs a legal stack, too.
Formation / Governance
The entity, its decision makers, and the records that hold it together.
+11 / SUPPORT WHEN YOU NEED IT
What’shappening next?
12 / THE ATTORNEY
ETHAN
COLE.
Startup law is about more than documents. It’s about what the company is trying to become.
Ethan Cole works with startup founders and technology companies on the legal foundations behind building, financing, commercializing, and scaling a business.
Meet your counselA CONNECTED SERVICE STRUCTURE
05SOLUTION FAMILIES
06STARTUP STAGES
10+CORE CONTRACT TYPES
01COUNSEL RELATIONSHIP
+13 / FROM QUESTIONS TO NEXT STEPS
Startupscenarios.
Illustrative startup scenarios.
Not client case studies.
SCENARIO / 01
The two-founder company↗
Two collaborators are turning a shared project into a company. Clarify their contributions, ownership, decision making, and the rights to work already created.
Formation / Founder stock / Vesting / IP assignmentsSCENARIO / 02
The first SAFE↗
An angel investor sends financing terms. Review the instrument against the cap table, secure appropriate approvals, and keep a complete closing record.
Cap table / SAFE review / Approvals / RecordsSCENARIO / 03
The first enterprise customer↗
A promising customer brings a detailed agreement. Connect the service commitments to the product, then review data terms and the allocation of risk.
MSA / SLA / Data terms / LiabilitySCENARIO / 04
The first ten hires↗
A growing team needs consistent documentation. Coordinate offers, confidentiality, IP assignments, and properly approved equity grants.
Offer letters / IP / Options / Advisors+FOUNDER FAQ
Good questions.Clearer next steps.
General information only.
Not legal or tax advice.
01Should my startup be an LLC or C-Corporation?
+
The choice depends on ownership, financing plans, tax considerations, and operations. Evaluate both structures with legal and tax advisers before forming or converting an entity.
02Why do many venture-backed startups use Delaware C-Corporations?
+
The structure can accommodate preferred stock, equity compensation, and familiar governance arrangements. Investor expectations are a consideration, but they do not replace an analysis of your company’s needs.
03When should founders sign founder agreements?
+
Discuss roles, contributions, ownership, departures, and decision making early—ideally before significant work, equity issuances, or outside capital complicate the relationship.
04What is founder vesting?
+
Vesting ties ownership rights to time or other conditions. Depending on the documents, the company may have a right to repurchase unvested shares if a founder leaves.
05What is an 83(b) election?
+
An election under section 83(b) can change the timing of taxation for certain transferred property subject to vesting. The filing window is generally 30 days after the transfer. Prompt individualized tax advice is important; making the election is not always beneficial.
06What is a cap table?
+
A capitalization table records the company’s ownership and may model outstanding options and convertible instruments. It should reconcile with signed documents, approvals, and issuance records.
+LOS ANGELES / WHAT COMES NEXT
Built by people.Built for possibility.
A company is more than its documents. It is the people, work, and ambition behind them.
YOUR NEXT CHAPTER STARTS WITH A CONVERSATION.
Let’s talk about
what you’re building.
Tell Ethan where the company is today
and what needs to happen next.