Growth-stage companies require ongoing legal support across employment, intellectual property, regulatory compliance, commercial contracts and governance. We advise on director obligations, technology agreements and the operational legal framework that supports scale.

For eligible startups, we offer an outsourced general counsel retainer providing embedded legal support, covering commercial law, IP, technology, employment, NDAs and customer contracts, at a rate structured for growth-stage businesses. This gives founders access to a broad range of practice expertise without the cost of in-house counsel.

The legal foundation of a startup determines its capacity to raise capital, protect IP and scale. We advise founders on corporate structuring and incorporation, share structure design, founders' agreements and the governance arrangements that underpin long-term growth. Structuring decisions made at formation affect tax efficiency, investor eligibility and exit readiness. We also assist with trade mark searches and registration, review and identification of key IP assets, and IP assignment documentation to ensure the business owns what its founders, developers and contributors create.

We advise founders and investors on seed, Series A and later-stage funding rounds. Work covers term sheet negotiation, subscription documentation, valuation mechanics and the governance arrangements introduced as new capital is deployed. Our advice addresses both investor-protection mechanisms and founder-facing considerations. We understand the pace at which funding decisions are made and structure our advice accordingly.

Convertible instruments require careful design of valuation caps, discount rates, conversion triggers and maturity mechanics. We structure and document convertible notes, SAFEs and other hybrid instruments for founders seeking bridge financing and for investors requiring defined conversion rights prior to a priced equity round. Documentation is aligned to market practice and investor expectations.

Governance arrangements established at formation define how control is exercised and how disputes are resolved. We draft and negotiate shareholders' agreements, subscription agreements and founder arrangements addressing control allocation, vesting schedules, transfer restrictions, anti-dilution provisions and exit rights. These documents govern the relationship between founders and investors throughout the company's growth and are critical to a clean capital raise or trade sale process.

We advise fund managers on the formation and structuring of venture capital and private equity funds, including Venture Capital Limited Partnerships (VCLPs) and Early-Stage Venture Capital Limited Partnerships (ESVCLPs). Fund formation work covers LP agreement design, management company structuring, carried interest arrangements, governance frameworks and regulatory registration. The ESVCLP regime provides significant tax concessions for fund managers and investors (including income and capital gains tax exemptions on eligible investments and carried interest on capital account treatment) and the structuring of these vehicles requires precise integration of legal and tax advice. Our tax practice is directly involved in fund formation work, covering fund-level tax efficiency, investor tax positions and the compliance obligations that apply throughout the fund's life.

Tax is a material consideration at every stage of the venture lifecycle. We advise on the tax treatment of equity investment structuring, R&D tax incentive eligibility, the startup tax concession for employee share schemes, and the tax consequences of exit transactions for founders and investors.

For fund managers, we advise on carried interest treatment, management fee structures and the tax implications of VCLP and ESVCLP registration.

For investors, we address capital gains treatment, tax offsets available to ESVCLP contributors and the conditions that determine eligibility.

Employee equity plans are a key tool for attracting and retaining talent in growth-stage companies and are a standard feature of venture-backed cap tables. We design and document Employee Share Option Plans (ESOPs), performance rights plans and other equity incentive arrangements. Tax treatment is central to plan design, including access to the startup concession, deferral of the taxing point, vesting conditions and the CGT discount on qualifying disposals. We advise on ESOP pool sizing as part of funding rounds, dilution mechanics and the disclosure and consent obligations that apply on issuance.

Revenue contracts are a core legal asset for growth-stage companies. We prepare the key commercial agreements that underpin a startup's revenue model including SaaS agreements, terms of service, supply agreements and licensing arrangements. Where the business is likely to be valued on recurring revenue at exit, we structure contracts to reflect and protect that model. Where data is a key asset, we ensure the business retains the rights necessary to use, commercialise and protect it.