Matter 01
A founder untangling a shareholders' agreement before funding
A Downtown Core founder arrived with a shareholders' agreement signed three years earlier and a term sheet arriving in weeks. The drag-along looked ordinary until we mapped who could force a sale and on what notice. We opened with a conflict check, set a scope of work limited to review and clarifying amendments, and issued a letter of engagement before any legal advice left the room.
Corporate advisory here meant reading the quiet clause against the company’s actual cap table — not rewriting history. Contract drafting followed only for the amendments the board could actually pass. We did not promise the funding round would close. Confidentiality stayed inside the retainer arrangement. The long view was simple: leave the company with documents a later investor’s counsel could follow without archaeology.




