blegal.ai

Legal intelligence for Silicon Valley founders, investors, and technology companies — written by a practitioner who has seen it from both sides of the table.

Tools
Interactive
Series Seed Term Sheet
Annotated, collapsible term sheet with plain-English commentary on every clause — option pool, conversion mechanics, board composition, protective provisions, drag-along. Built on the NVCA framework.
Open term sheet
Excel Model
Liquidation Waterfall Calculator
Model who gets paid what in an all-cash acquisition. Input your cap table, deal size, debt, and liquidation preferences. Yellow cells are your inputs — the waterfall calculates automatically. Includes participating vs. non-participating toggle.
Download .xlsx
Excel Model
Series Seed Cap Table Proforma
Model your post-money cap table with SAFE and note conversion mechanics, the option pool shuffle, and per-holder ownership percentages. Yellow cells are your inputs — all formulas show their work.
Download .xlsx
Interactive
SAFE Dilution Calculator
Enter your post-money SAFEs, the priced-round size, and the new option pool to see exactly how much you get diluted — and the resulting cap table split between founders, SAFE investors, new investors, and the pool. Free, and embeddable on your own site.
Open calculator
Interactive
Founder Dilution Calculator
See how your ownership compounds down across seed, Series A, B, and beyond — each round's investor stake and option-pool increase, with founder ownership after every round. Free, and embeddable on your own site.
Open calculator
Reference
Startup & Venture Law Glossary
Plain-English definitions of the terms founders actually encounter — SAFEs, valuation caps, liquidation preferences, MAC clauses, earnouts, QSBS, drag-along, protective provisions, and dozens more. Each links to a deeper analysis.
Open glossary
SAFE & Venture Capital
SAFE
Post-Money SAFEs: How They Work, How They Convert, and Why They’re a Pain in the #@@!
SAFE
How Do SAFE Valuation Caps Work?
M&A
How Are Acquihires Structured in Silicon Valley?
Tax
QSBS and Section 1202 for California Founders
Venture
How Should Founders Prepare for Series A?
Regulatory
CFIUS Review for AI Startups
Cross-Border
Cross-Border Startup Structures: Silicon Valley and India
SAFE / Debt
Convertible Notes vs. SAFEs: Why Founders Almost Always Come Out Worse With Debt
Equity
What Is a 409A Valuation?
Cap Table
How Does the Option Pool Work at Series A?
Term Sheet
What Is Anti-Dilution Protection?
Governance
Delaware’s Governing Class Is Getting New Armor: What the 2025 Amendments Mean for Founders
Litigation
The Fraud Wave: Criminal AI Washing, Venture-Backed Misconduct, and What the Litigation Data Show
IPO & Public Markets
Governance
Joining an Audit Committee: Pre-IPO Directors
Governance
Joining a Compensation Committee: Pre-IPO Planning
Governance
Joining a Governance Committee: Pre-IPO Essentials
Equity
RSUs vs. Stock Options for Pre-IPO Companies
Equity
Double-Trigger RSU Vesting for Pre-IPO Companies
IPO
Direct Listing vs. Traditional IPO: Price Discovery
Secondary
Secondary Sales Pre-IPO: Founders and Employees
Tax
Tax Issues in IPO Planning for Startup Founders
Governance
Pre-IPO Corporate Governance for Technology Companies
Compliance
SOX Compliance and Internal Controls for Pre-IPO Companies
IPO
Lock-Up Agreements and Post-IPO Trading Restrictions
IPO
How to Select Underwriters and Manage the IPO Process
IPO
S-1 Registration Statement: Key Sections
Equity
Equity Compensation Plan Design for Pre-IPO Companies
Regulatory
Emerging Growth Company Status and JOBS Act Benefits
M&A & Transactions
M&A
The Liquidation Waterfall: Who Gets Paid, In What Order, and What’s Usually Left for Common
M&A
Employee Equity in Acquisitions: Vested Stock, Options, RSUs, Unvested Grants, and the Tax Situations Nobody Explains
Delaware
Delaware Section 144 Safe Harbor Amendments
Delaware
Delaware Section 220 Books and Records Amendments
M&A
Management Carve-Out Plans in Technology M&A
M&A
Representations and Warranties in Technology Acquisitions
M&A
Indemnification and Escrow in Technology M&A
M&A
Material Adverse Change Clauses in M&A Transactions
M&A
Earnout Structures in Technology Acquisitions
M&A
Working Capital Adjustments in Technology Acquisitions
M&A
M&A Deal Structure: Stock Sale vs. Asset Sale vs. Merger
M&A
Due Diligence Checklist for Technology Acquisitions
Cross-Border
How to Convert an Indian Company into a US Company
Tax
Cross-Border Tax Considerations in International M&A
Contracts
Joint Development Agreements for Technology Companies
Restructuring
ABC vs. Chapter 7 Bankruptcy for Startups
Tax
Irish IP Tax Structures for Technology Companies
M&A
When Definitions Become Traps: Post-Closing Purchase Price Adjustments in M&A
Fund Formation
Fund
What a Venture Fund Actually Is (And What the Documents Won't Tell You)
Fund
The LP Agreement: What Gets Negotiated Before the Fund Opens Its Doors
Fund
How Venture Funds Value Your Company (And Why the Number Is a Judgment Call Until It Isn’t)
Fund
SPVs and Sidecars: When Your VC Wants More of You Than the Fund Can Hold
Regulatory
ERA vs. RIA: The Registration Mistake New Fund Managers Make Before They’ve Raised a Dollar
Regulatory
The Exemptions That Keep Venture Funds Out of SEC Registration (And the Lines You Cannot Cross)
Fund
How a Hedge Fund Actually Works: Structure, Economics, and Why It Is Nothing Like a VC Fund
Licensing & Contracts
Contracts
SaaS Contracts: The Clauses That Will Cost You After You’ve Already Signed
Regulatory
Fintech Licensing: The Regulatory Maze Nobody Explains Until You’re Already Inside It
Licensing
Semiconductor IP Licensing: Why Your Design Is Never Entirely Yours
AI
AI Licensing: Who Owns the Model, the Data, and the Output Is Still Being Litigated
Licensing
Hardware Licensing: The IP Exposure in Your Bill of Materials That Nobody Checked
Contracts
Source Code Escrow: What It Is, When It Actually Matters, and When It’s Just Theater
Legal Technology
AI & Law
When Your Lawyer Uses AI, Your Confidential Information Has a New Audience
AI & Law
Is Your AI Practicing Law Without a License? The Answer Is More Complicated Than You Think
AI & Law
AI in the Courtroom: What Lawyers Can Use, What They Can’t, and What Can Go Very Wrong
AI & Law
The Future of AI in Law: What’s Actually Coming, What Stays Human, and What to Ask Your Lawyer
AI & Law
The AI Mirror: How Shared Legal Tools Create a Negotiating Advantage in M&A
Cross-Border
Giving Equity to Your India-Based Team: ESOPs, RSUs, and Phantom Stock Compared
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