You’re Building Something From Nothing –
The Legal Foundations Should Be Built With the Same Care
Starting a company is an act of conviction. You’ve identified something the market needs, assembled the people you believe can build it, and committed to the uncertainty that comes with creating something that didn’t exist before. That takes courage. What it also takes — and what too many founders defer until it’s too late — is a proper legal foundation beneath it all.
The decisions you make in the first weeks and months of your startup’s life — who owns what, how equity is earned, what happens if a co-founder leaves, and on what terms your first capital comes in — will echo through every subsequent fundraise, every board conversation, every hire, and every eventual exit. These aren’t administrative details to be sorted out later. They are the structural choices that determine whether your company can scale cleanly or whether it carries fractures that widen under pressure.
I work with founders at the earliest stage — often before anything has been incorporated — to ensure the legal architecture of the business is as ambitious, deliberate, and resilient as the idea behind it.
The decisions you make in the first weeks and months of your startup’s life — who owns what, how equity is earned, what happens if a co-founder leaves, and on what terms your first capital comes in — will echo through every subsequent fundraise, every board conversation, every hire, and every eventual exit. These aren’t administrative details to be sorted out later. They are the structural choices that determine whether your company can scale cleanly or whether it carries fractures that widen under pressure.
I work with founders at the earliest stage — often before anything has been incorporated — to ensure the legal architecture of the business is as ambitious, deliberate, and resilient as the idea behind it.
What I Offer
Founders’ Agreements; Before there’s a company, there’s a conversation between founders. Who’s doing what. Who’s contributing what. Who gets what in return. A founders’ agreement captures that conversation in legally binding terms while everyone is still aligned, still enthusiastic, and still rational — because that’s the only time you can have this conversation cleanly.
I draft founders’ agreements that address:
I draft founders’ agreements that address:
- Roles, responsibilities, and time commitments of each founder
- Intellectual property assignment and background IP protections
- Equity allocation and the rationale behind it
- Decision-making authority and deadlock resolution
- What happens if a founder leaves voluntarily, is asked to leave, or simply stops contributing
- Confidentiality and non-compete provisions
- The transition from founders’ agreement to formal corporate documentation as the company matures
This document isn’t a sign of distrust. It’s a sign of seriousness. The founders who take the time to get this right are the ones who build companies that survive the inevitable moments of tension, disagreement, and divergence that every startup faces.
Equity Splits How you divide equity among founders is one of the most consequential — and most emotionally charged — decisions you’ll make. Split it wrong and you create resentment, misaligned incentives, and a cap table that makes sophisticated investors wince. Split it thoughtfully and you build a foundation of fairness and motivation that carries the team through the hardest years.
I advise on equity split structures, helping founders think through the relevant factors with clarity rather than awkwardness:
- Relative contributions — past, present, and anticipated
- The difference between the idea and the execution
- Full-time versus part-time commitment
- Cash contributions versus sweat equity
- The role of advisers and early non-founding contributors
- How the split interacts with vesting and future dilution
I don’t tell you what the right split is — that’s a founder decision. But I make sure you’re asking the right questions, considering the right variables, and documenting the outcome in a way that holds.
Vesting Equity without vesting is one of the most dangerous things in a startup’s cap table. It means a co-founder who leaves after three months walks away with the same stake as one who stays for five years and builds the company. No investor will accept that. More importantly, no founding team should.
I design and implement vesting schedules that protect the company and every founder in it, including:
Vesting Equity without vesting is one of the most dangerous things in a startup’s cap table. It means a co-founder who leaves after three months walks away with the same stake as one who stays for five years and builds the company. No investor will accept that. More importantly, no founding team should.
I design and implement vesting schedules that protect the company and every founder in it, including:
- Standard time-based vesting structures — typically four years with a one-year cliff
- Milestone-based vesting tied to specific deliverables or company achievements
- Reverse vesting arrangements for founders who receive their equity upfront
- Acceleration provisions — single and double trigger — in the event of acquisition or termination
- Good leaver and bad leaver mechanics under UK company law
- The interaction between vesting, articles of association, and shareholder agreements
Vesting isn’t a punishment. It’s an alignment mechanism. It ensures that everyone who holds equity has earned it — and continues to earn it — through sustained contribution to the business.
Co-Founder Arrangements The co-founder relationship is the most important and most fragile relationship in any startup. It carries more weight than any investor relationship, any client relationship, or any employment relationship — and when it breaks down without a framework in place, it can destroy the company entirely.I
help co-founders put in place clear, comprehensive arrangements that address the questions no one wants to ask while everything is going well:
Co-Founder Arrangements The co-founder relationship is the most important and most fragile relationship in any startup. It carries more weight than any investor relationship, any client relationship, or any employment relationship — and when it breaks down without a framework in place, it can destroy the company entirely.I
help co-founders put in place clear, comprehensive arrangements that address the questions no one wants to ask while everything is going well:
- What happens if one co-founder wants to leave?
- What happens if one co-founder needs to be removed?
- How are disputes between co-founders resolved?
- Who has final authority on specific categories of decision?
- How is new equity issued without unfairly diluting existing founders?
- What restrictions apply to founders who depart — and for how long?
These arrangements sit alongside — and are reinforced by — the company’s articles of association and any shareholder agreement. I ensure all three documents work together as a coherent system, not as isolated pieces of paper that contradict each other when it matters most.
Early-Stage Investor Documentation When your first outside capital arrives — whether from angels, pre-seed funds, accelerators, or friends and family — the documentation that governs it sets the tone for every subsequent round. Sophisticated later-stage investors will scrutinise your early-stage instruments. If they’re poorly drafted, non-standard, or create complications on the cap table, it costs you time, credibility, and leverage at exactly the moment you can least afford to lose any of them.
I advise on and draft the full range of early-stage investment instruments:
Early-Stage Investor Documentation When your first outside capital arrives — whether from angels, pre-seed funds, accelerators, or friends and family — the documentation that governs it sets the tone for every subsequent round. Sophisticated later-stage investors will scrutinise your early-stage instruments. If they’re poorly drafted, non-standard, or create complications on the cap table, it costs you time, credibility, and leverage at exactly the moment you can least afford to lose any of them.
I advise on and draft the full range of early-stage investment instruments:
- SAFE Notes (Simple Agreement for Future Equity) — including valuation caps, discount rates, pro rata rights, and conversion mechanics aligned with UK company law
- KISS Notes (Keep It Simple Security) — covering both debt and equity variants, with clear trigger events and conversion terms
- Convertible Loan Notes — addressing interest, maturity, discount, cap, qualifying financing thresholds, longstop dates, and redemption scenarios
- For each instrument, I ensure you understand not just what the document says, but what it means in practice — how it converts, what it does to your cap table, how it interacts with future rounds, and where the traps are that founders typically don’t see until it’s too late.
What Makes Early-Stage Legal Work Different
Startup legal work isn’t just corporate law done cheaply. It’s a distinct discipline that requires an understanding of how early-stage companies actually operate — the speed, the ambiguity, the resource constraints, and the asymmetry of experience between first-time founders and repeat investors.
I understand that you probably don’t have a legal budget. I understand that you need things done quickly, explained plainly, and priced fairly. I understand that a twenty-page legal memorandum isn’t what you need — a clear answer and a clean document is. And I understand that the legal decisions you make now, under pressure and with limited information, will be examined in granular detail years from now by investors, acquirers, and their advisers.
That combination — speed and rigour, accessibility and precision, empathy and discipline — is what I bring to every founder engagement.
I understand that you probably don’t have a legal budget. I understand that you need things done quickly, explained plainly, and priced fairly. I understand that a twenty-page legal memorandum isn’t what you need — a clear answer and a clean document is. And I understand that the legal decisions you make now, under pressure and with limited information, will be examined in granular detail years from now by investors, acquirers, and their advisers.
That combination — speed and rigour, accessibility and precision, empathy and discipline — is what I bring to every founder engagement.
Why It Matters
The startup graveyard is full of companies that failed not because the product was wrong or the market wasn’t there, but because the founding team fell apart without a framework to manage it. Because equity was distributed carelessly and couldn’t be recovered. Because an early investor’s convertible note contained a clause that gave them an effective veto over the Series A. Because no one assigned the IP to the company and a departing founder claimed it was theirs.
These are not edge cases. They are the most common legal failures in early-stage companies. And every single one of them is preventable — with the right advice, at the right time, for a fraction of what it costs to fix them later.
These are not edge cases. They are the most common legal failures in early-stage companies. And every single one of them is preventable — with the right advice, at the right time, for a fraction of what it costs to fix them later.
Who I Work With
- First-time founders who have never set up a company before and want to get the legal foundations right from day one
- Co-founding teams in the process of forming and needing to have the difficult conversations about equity, roles, and governance before they incorporate
- Early-stage startups that have already incorporated but skipped the legal groundwork and now need to retrofit proper agreements before their first raise
- Accelerator and incubator participants looking for independent legal advice alongside programme-provided resources
- Solo founders who need lean, focused legal support without the overhead of a full-service law firm
How I Work
I work the way startups work — fast, direct, and without unnecessary process. You’ll deal with me personally, every time. I don’t over-engineer documents for early-stage companies — I build what you need now, designed to scale as you grow, and nothing more.
I explain everything in plain language. I flag the decisions that matter and tell you honestly when something can wait. I respect your time and your budget, and I never lose sight of the fact that you’re building a company, not a legal filing cabinet.
Whether you’re two founders with an idea and a laptop, or a post-accelerator team preparing to close your first round, I’ll meet you exactly where you are and give you the legal confidence to move forward.
I explain everything in plain language. I flag the decisions that matter and tell you honestly when something can wait. I respect your time and your budget, and I never lose sight of the fact that you’re building a company, not a legal filing cabinet.
Whether you’re two founders with an idea and a laptop, or a post-accelerator team preparing to close your first round, I’ll meet you exactly where you are and give you the legal confidence to move forward.
Ready to Build on Solid Ground?
If you’re starting something new — or you’ve already started and the legal side hasn’t caught up yet — let’s talk. A single conversation at this stage can save you from problems that take years and tens of thousands of pounds to untangle. The best investment you’ll make this early isn’t in your product. It’s in your foundation.