San Jose

Startup Formation and Delaware vs. California Incorporation

The foundational legal decision for a Silicon Valley startup is entity selection and jurisdiction. For companies planning to raise institutional venture capital, Delaware C-Corporation formation is the standard — Delaware’s corporate law is well-developed, predictable, and familiar to investors. For bootstrapped or lifestyle businesses, California LLC or corporation formation may be more practical and cost-effective. We advise on this choice based on the founder’s specific capital strategy, then handle the full formation process including governing documents, IP assignment agreements, and initial capitalization.

Venture Capital Financing and Equity Documentation

San Jose sits at the epicenter of global venture capital, and founders here interact with sophisticated investors who expect institutional-quality documentation. We advise on SAFE agreements (including YC-standard and custom variants), convertible notes, priced equity rounds, and the board consents and stockholder approvals that accompany each financing event. We also draft and maintain equity incentive plans — stock option plans, restricted stock purchase agreements, and RSU programs — that support talent acquisition in Silicon Valley’s competitive hiring market.

Technology Contracts and IP Licensing

San Jose’s technology economy generates complex commercial agreements that require both legal precision and industry knowledge. We draft and negotiate SaaS subscription agreements, technology licensing deals, API and integration agreements, co-development arrangements, OEM partnerships, reseller and distribution terms, and master service agreements. Each agreement is built to account for California’s enforcement standards and the technology-specific provisions — including SLA terms, data handling obligations, and IP ownership allocation — that define commercial relationships in this market.

Intellectual Property Strategy

In an economy where proprietary technology and brand identity drive company valuations, IP protection is a core legal function. We handle federal trademark registration and prosecution, patent licensing support, trade secret policies (drafted to work within California’s non-compete prohibition), invention assignment agreements, and technology transfer documentation. For companies preparing for acquisition or IPO, we conduct IP audits that verify ownership and identify potential gaps.

Mergers, Acquisitions, and Exits

Silicon Valley’s M&A market includes acqui-hires, strategic acquisitions by established tech companies, private equity-backed transactions, and founder-led exits. We manage the full deal lifecycle — from term sheet and due diligence through purchase agreement negotiation, IP transfer mechanics, employee retention arrangements, and closing. Our experience with the documentation standards that Valley acquirers and their counsel expect helps ensure smooth transaction execution.

Employment Agreements for the Silicon Valley Workforce

Recruiting and retaining talent in Silicon Valley requires employment documentation that balances competitive terms with California’s employee-protective legal framework. We draft employment agreements, offer letters, CIIA (Confidential Information and Invention Assignment) agreements, and separation packages. Because non-competes are unenforceable in California, our employment work emphasizes the protective mechanisms that are available: trade secret provisions, garden leave arrangements where appropriate, and properly structured equity vesting that incentivizes retention.

Corporate Governance for Growth-Stage Companies

As San Jose companies scale from founding through multiple funding rounds, governance requirements compound. We maintain board minutes and consent resolutions, manage stock ledger and cap table documentation, draft and update equity incentive plans, and prepare the governance packages that institutional investors expect. Clean governance records are essential for subsequent fundraising rounds and eventual exit transactions.

Outside General Counsel

For San Jose companies between the early stage and the point where a full-time General Counsel hire is justified, our retainer arrangements provide dedicated legal support on a monthly basis — covering contract review, employment questions, commercial negotiations, and the steady stream of legal decisions that accompany growth.