Startup & Emerging Company Counsel
Formation, founder arrangements, corporate governance, equity incentives, employment and contractor matters, commercial contracts, and general business counseling.
Jason Gershenson
Startup and venture capital counsel for founders, investors, and companies moving fast.
Jason advises founders, startups, venture-backed companies, investors, and funds on financings, commercial transactions, governance, M&A, equity matters, investor and fund matters, and outside general counsel work.
About
Jason is a New York-based startup, venture capital, and corporate transactions attorney working with founders, operators, emerging companies, venture-backed businesses, investors, and funds.
Based in New York, he works with clients across the U.S. and internationally on matters where legal documents, business judgment, investor dynamics, and operating reality meet.
Focus
Venture Financings
SAFEs, convertible notes, priced equity rounds, investor rights, side letters, pro rata rights, financing process management, and company-side or investor-side transaction support.
Outside General Counsel
Ongoing legal support for startups and growth companies that need senior legal judgment across contracts, governance, fundraising, hiring, investor communications, and strategic decision-making.
Where I Usually Get Involved
I usually work with founders, companies, investors, and funds when a legal issue is tied to a business decision that needs to move.
That may be a financing, a commercial agreement, an investor request, a governance question, an equity or cap table issue, a strategic partnership, an acquisition discussion, or the point where a company needs regular legal judgment but is not ready to hire a full-time general counsel.
The common thread is practical: the documents matter, but so do timing, leverage, relationships, and what the business is actually trying to accomplish.
Selected Experience
- More than a decade advising venture capital funds, startups, and high-growth companies.
- Served as outside general counsel to clients across the U.S. and internationally.
- Represented companies and investors in multimillion-dollar venture capital transactions.
- Advised on venture financings, mergers and acquisitions, fund formations, and cross-border transactions.
Recent Notes
Practical notes on startup law, venture financings, governance, cap tables, commercial contracts, M&A, and outside GC judgment.
Venture Financings
The VC Market Can Be Open and Closed at the Same Time
Big venture headlines can hide a much messier fundraising market. The better question for founders is not whether "the market" is open, but what kind of company it is open for right now.
Outside General Counsel
What Outside General Counsel Actually Does for a Startup
Outside GC support becomes useful when legal questions stop being isolated documents and start showing up across contracts, hiring, governance, financing, investor requests, equity, and strategic decisions.
Venture Financings
Before the Series A, Read the Side Letters
Side letters signed during a seed or SAFE round can quietly shape the next financing. Before the Series A, founders should know what rights are already sitting in the closing folder.
Contact
For potential legal matters, referral conversations, or professional questions, email Jason or schedule an intro. Jason is based in New York and works with clients across the U.S. and internationally.