Services
Venture Capital
Venture capital is the engine of the technology economy — and the legal infrastructure surrounding it matters as much as the capital itself. At Gosai Law, we advise founders, emerging growth companies, venture capital funds, and angel investors on the full spectrum of VC-related legal work, from initial incorporation and seed rounds through to Series A and beyond. Our team brings genuine startup fluency, having been embedded in the technology and digital asset ecosystem since 2023, working with companies and investors navigating some of the most complex and fast-moving sectors in the market.
Company Formation & Startup Foundations
Getting the legal foundations right before you take on outside capital makes every subsequent financing round easier and cheaper. We advise founders on entity formation, equity structure, intellectual property ownership, and co-founder arrangements to build a clean, investable cap table from day one.
Entity selection and formation across US, Cayman, and BVI structures
Co-founder equity splits, vesting schedules, and shareholder agreements
IP assignment from founders to the company
Early employee equity plans and ESOP/option pool structuring
Convertible note and SAFE structuring for pre-seed and seed rounds
Venture Financings
From seed to IPO, we advise both companies and investors on venture financing rounds — helping our clients understand the terms that matter and negotiate positions that reflect their interests and the market. We keep current on prevailing deal terms across global markets, giving our clients real benchmarking data to inform their positions.
Term sheet review and negotiation on behalf of founders and investors
Preferred share structuring, liquidation preferences, and anti-dilution provisions
Priced equity rounds under Regulation D (US) and applicable Australian securities law
Convertible instruments including SAFEs, convertible notes, and KISSes
Lead investor and syndicate structuring
Down round mechanics, pay-to-play provisions, and recap strategies
Fund Formation
We act as primary counsel to venture capital fund managers across global structures. Our fund formation work spans everything from the first close of an emerging manager's debut fund to structuring complex master-feeder arrangements for multi-jurisdiction investor bases. With direct experience advising US-regulated advisers, Australian wholesale fund vehicles, and Cayman-domiciled funds, we can structure the fund and management company in a way that works across all relevant regulatory regimes.
Cayman Islands limited partnership fund structures for international VC funds
Australian unit trust and wholesale managed investment scheme structures
US venture capital fund exemptions (Private Fund Adviser Exemption, VC Fund Adviser Exemption)
Investment Company Act analysis, including 3(c)(1) and 3(c)(7) exclusions
Side letter negotiation and most-favoured-nation (MFN) provisions
Management company formation, carry arrangements, and GP economics
Regulatory compliance frameworks for emerging managers across ASIC, SEC, and CFTC regimes
Tokenised fund structures and on-chain LP interest mechanics
Corporate Venture & Strategic Investment
Established companies investing into the startup ecosystem face a distinct set of considerations — balancing strategic objectives, financial return, and board dynamics in ways that differ meaningfully from institutional VC. We advise corporate venture capital arms and strategic investors on structuring investments that achieve their objectives without compromising governance or creating downstream conflicts.
CVC program structuring and investment policy frameworks
Minority investment documentation and protective rights
Right of first refusal, co-investment, and follow-on rights
Board observer and board seat rights, information rights
Strategic partnership agreements tied to investment
Exits: M&A and IPOs
Our VC practice is built with exits in mind. Every financing round we document, every shareholder agreement we draft, and every cap table we advise on is structured with a view to enabling a clean and value-maximising exit — whether through trade sale, secondary transaction, or public listing.
Buy-side and sell-side M&A for venture-backed companies
Secondary share sales and tender offers
Drag-along and tag-along mechanics in exit scenarios
IPO readiness and pre-IPO structuring for ASX and NASDAQ listings
409A valuations and equity plan administration leading up to exit
Services
Gosai Law
We Help Companies in All Phases of Business
