Formation & Cap Table Hygiene
Texas LLC vs Delaware C-corp, founder vesting with proper cliffs, 83(b) elections filed on time, equity reserved for the first hires, and a cap table your future Series A lead will not flag in due diligence.
Industry · Technology & SaaS
Counsel for the Austin founders shipping the next thing.
From the first SAFE to the priced round, the IP assignment to the acquisition LOI — we are the outside general counsel Austin tech founders call when something has to be right, and it has to be done by Friday.
Austin · Technology
The Operating Reality
Startup legal work is mostly leverage.
Tech companies do not fail from a missing comma in their terms of service. They fail because their cap table has a poison pill, their IP is owned by a former co-founder, their priced round took eleven months instead of six weeks, or their first enterprise customer walked away over a security clause nobody bothered to read.
Our job, at every stage, is to keep your optionality alive. That means clean formation, defensible IP, fast-moving fundraising docs, enterprise-ready customer paper, and an exit path that has been planned from day one — not negotiated under deadline pressure when the LOI lands.
We have closed everything from $500K pre-seed SAFEs to nine-figure strategic acquisitions for Austin technology clients. The lawyers do not change between those stages. The conversations do.
Six Legal Needs We See Every Week
What Austin tech startups actually need from counsel.
Not in the abstract. These are the documents, decisions, and disputes that come across our desk almost daily from technology and SaaS founders.
SAFEs & Priced Rounds
Post-money SAFEs with sensible caps, side letters that do not surrender the company, NVCA-pattern Series Seed and Series A docs, investor rights, protective provisions, and the dilution math walked through with you before you sign.
IP Assignments & Trade Secrets
Proprietary information and invention assignment agreements that actually capture AI-assisted code, contractor IP assignments tied to deliverables, open-source policy, and the trade-secret hygiene investors will want to verify.
SaaS & Enterprise Customer Paper
Master services agreements, order forms, DPAs, security exhibits, AI-output and acceptable-use terms, SLA frameworks, and the redline strategy for the Fortune 500 procurement teams that will try to rewrite all of it.
AI, Data Privacy & TDPSA
Texas Data Privacy and Security Act readiness, model training and output policies, vendor and sub-processor controls, privacy policy and consumer rights workflows, and the answers your enterprise customers are now asking on every security review.
Exits & M&A
Sell-side LOI review, diligence response strategy, representations and warranties negotiation, escrow and earnout structure, transition services agreements, and a closing process that does not derail your engineering org.
Where We Plug In
Services that map to a tech company's lifecycle.
Most technology clients engage us across several of the following practice areas simultaneously — we operate as fractional outside general counsel, not a per-document vendor.
Common Scenarios
Real situations we walk founders through.
Two co-founders, no paper.
An Austin developer duo had been building for nine months without an entity, vesting, or IP assignments. Before they took their first SAFE we formed a Delaware C-corp, papered founder equity with proper vesting and a four-year cliff, and assigned all pre-formation IP into the company — so the first investor never saw an open question.
The cap-table cleanup.
A SaaS founder came to us with a cap table that included five SAFEs at three different caps, two convertible notes, and a side letter granting most-favored-nation rights to an angel. We modeled the post-conversion table, renegotiated the side letter, and got the round to close on standard NVCA paper without an extension.
The friendly LOI that wasn't.
A bootstrapped Austin developer-tools company received an unsolicited LOI from a strategic buyer with a 30-day exclusivity. We stripped the exclusivity, opened the deal to a second bidder, and re-papered the indemnification structure — closing 11 weeks later with materially better economics and no surviving reps.
Related Case Study
$42M sell-side acquisition for an Austin DevTools company.
From LOI to close in eleven weeks, with zero post-close indemnification claims. See how we ran the diligence response, negotiated the R&W structure, and protected the founder's economics through the closing.
Case Study · SaaS
Founder FAQ
Questions we answer most weeks.
Should I incorporate in Delaware or stay a Texas LLC?
If you intend to raise institutional venture capital, almost every priced-round investor will require a Delaware C-corp before they wire. Texas LLCs are excellent at the earliest pre-seed stage when you are bootstrapping or raising friends-and-family money, and we frequently convert Texas LLCs to Delaware C-corps right before a Series A. If you do not plan to raise priced equity, a Texas entity is often the better long-term choice — lower franchise tax friction, simpler governance, and pass-through treatment.
SAFE or convertible note for my first round?
Both are deferred-pricing instruments that convert into equity at a later round. A convertible note is debt: it accrues interest and has a maturity date, which means the holder can in theory call it. A SAFE is not debt and has no interest or maturity, which makes it founder-friendlier and faster to close. Most Austin pre-seed rounds we see now use post-money SAFEs with a valuation cap, no discount, and no MFN — but the right answer depends on who is leading.
When should I file my trademark?
We generally recommend filing a USPTO clearance search before you spend serious money on a brand, and filing the intent-to-use application once you have made the naming decision but before public launch. Waiting until after launch means you risk a senior user emerging and forcing a rebrand, which is many multiples more expensive than the application.
Who owns the code my engineers wrote with Copilot or Cursor?
Ownership depends on your engineer IP assignment language, the AI tool's terms of service, and whether meaningful human authorship is involved. Most modern proprietary information and invention assignment agreements need updated language to capture AI-assisted output, and your engineering policies should track which tools are permitted on which code paths. We help startups update both the contracts and the internal policy in one pass — usually as part of a Series A diligence prep.
Does the Texas Data Privacy and Security Act apply to my startup?
TDPSA applies to entities that conduct business in Texas, process personal data, and are not small businesses as defined by the SBA, subject to other narrow exceptions. Many funded SaaS startups exceed the small business thresholds within a year of Series A, so it pays to build TDPSA-compliant data practices — consumer rights workflows, privacy notice, vendor controls — now rather than retrofit them later when an enterprise security review demands them.
Building a tech company in Austin? Let's talk before you sign.
A 30-minute consultation usually saves founders weeks of cleanup later. Whether you are pre-formation or pre-exit, we can tell you within one call whether we are the right fit.