Venture Finance & Startups
We provide sophisticated transactional and structuring counsel to venture-backed companies and institutional investors across the full financing lifecycle — from seed rounds to growth-stage transactions and exit structuring. Our practice integrates corporate law, private ordering and market practice to deliver transactions that are legally precise, commercially executable and built for long-term founder–investor alignment. We have particular depth in cross-border structures involving U.S. holding companies, Latin American operating subsidiaries and international capital.
Transactional counsel for equity and debt financings at all stages, including complex multi-round capital structures with multiple investor classes, side letters and staged funding mechanisms. We advise both companies and investors on term sheet negotiation, documentation and closing mechanics under U.S. and Argentine law.
Drafting and negotiation of convertible and hybrid financing instruments, including SAFEs, convertible notes and KISS instruments. We advise on valuation cap and discount mechanics, most-favored-nation provisions, conversion triggers, pro-rata rights and the interaction of convertible instruments with subsequent priced rounds.
Structuring and documentation of preferred equity financings, including liquidation preference design (participating vs. non-participating), anti-dilution protections (weighted-average and ratchet), pay-to-play mechanisms, conversion mechanics and dividend provisions. We advise on the economic and control implications of each structural choice across multiple financing scenarios.
Negotiation and drafting of investor rights agreements, including board composition and observer rights, veto and protective provisions, information and inspection rights, and registration rights. We advise on the allocation of control rights across investor classes and the structuring of governance arrangements that balance investor protection with operational flexibility for management.
Drafting and negotiation of shareholder agreements covering drag-along and tag-along rights, right of first refusal and co-sale arrangements, lock-up provisions and exit mechanics. We advise on the design of exit waterfalls and control scenarios to ensure alignment between founders, early investors and later-stage capital.
Dilution modeling, waterfall analysis and cap-table structuring across multiple financing scenarios. We advise founders and investors on the economic and control implications of proposed financing terms, including option pool management, fully-diluted calculations and scenario planning for M&A and IPO exits.
Drafting and structuring of founder agreements, including equity vesting schedules, single and double-trigger acceleration provisions, good-leaver/bad-leaver regimes and IP assignment arrangements. We also advise on employee equity incentive programs, including ESOPs, RSUs and phantom equity schemes under U.S. and Argentine law.
Ongoing legal support for venture capital funds across their portfolio companies, including follow-on financings, bridge rounds, governance remediation, restructurings and distressed-company management. We work as an extension of fund legal teams, providing market-aligned advice on portfolio matters across jurisdictions.
Comprehensive legal due diligence for venture transactions, covering corporate structure, cap-table integrity, regulatory compliance, material contracts, IP ownership, employment arrangements and litigation exposure. We deliver structured diligence reports with risk-tiered findings and actionable recommendations for both buyers and sellers.
Counsel on secondary share sales, partial liquidity events, tender offers and recapitalizations. We advise on the structuring of secondary transactions to navigate ROFR/co-sale provisions, manage tax exposure and achieve liquidity objectives for founders and early investors without triggering unintended governance consequences.
We regularly advise on the design and implementation of cross-border holding structures for Latin American companies seeking U.S. venture financing, including Delaware flips, IP migration, Cayman sandwich structures and the alignment of local-law corporate documentation with U.S. VC market standards. We advise on enforceability and conflict-of-laws considerations in cross-border shareholder arrangements and manage the regulatory and tax implications of multi-jurisdiction restructurings.
Regulatory due diligence and structuring advice for venture transactions in regulated industries, including fintech, payments and digital assets. We advise investors and companies on the impact of BCRA, CNV, FinCEN and state-level financial regulation on deal structure, closing conditions, post-closing compliance obligations and exit scenarios.