Practice 01  /  Outside General Counsel

Outside General Counsel

A true extension of your in-house legal team.

Our Outside General Counsel group is designed to operate as a true extension of your in-house legal team. We provide embedded, flexible, and highly responsive legal support to companies in various industries on an ongoing and often daily basis. Our attorneys have previously worked at global law firms like Kirkland & Ellis LLP and in-house at high-growth technology companies like Databricks. We know what it takes to build trust and facilitate growth by empowering clients to move fast and arrive at “yes.” The end result is a full-service outside legal department that can seamlessly support your day-to-day legal needs like commercial contracting, corporate matters, employment counseling, IP ownership, product and data privacy concerns, and litigation.

Related practices
Artificial IntelligenceCommercial & Technology ContractsLitigation & DisputesMergers & AcquisitionsStartup & Venture Capital
What we do
Day-to-Day General Counsel, On Call
Contract Review and Negotiation
Corporate Governance and Board Support
Specialist Coordination: Tax, Immigration, IP
Who leads this practice
Corey Gerson
Corey Gerson
Senior Attorney
Matthew C. McElwee
Matthew C. McElwee
Founder & Managing Partner
Sam Ziegler
Sam Ziegler
Partner
Charlotte Jabbari
Charlotte Jabbari
Counsel
Sonali Hanson
Sonali Hanson
Head of Artificial Intelligence
Practice 02  /  Startup & Venture Capital

Startup & Venture Capital

From your first SAFE to late-stage equity.

We've helped founders raise over $600 million in venture capital. From your first pre-seed SAFE to late-stage equity rounds, we design practical terms, manage dilution, and protect your control. We keep your cap table clean so you can stay focused on building the company, not navigating deal mechanics.

$600M+
raised in venture capital for our founders
Related practices
Fund FormationOutside General Counsel
What we do
Cap-Table Design and Dilution Management
Founder Equity, Vesting and Control
Pre-Seed SAFEs and Convertible Notes
Priced Equity Rounds, Seed Through Series D
Term-Sheet and Financing Negotiation
Who leads this practice
Matthew C. McElwee
Matthew C. McElwee
Founder & Managing Partner
Erika R. Knierim
Erika R. Knierim
Partner
Sam Ziegler
Sam Ziegler
Partner
Charlie Sommers
Charlie Sommers
Attorney
Hind Amra
Hind Amra
Associate Attorney
Zoe Nagasing
Zoe Nagasing
Associate Attorney
Sonali Hanson
Sonali Hanson
Head of Artificial Intelligence
Practice 03  /  Mergers & Acquisitions

Mergers & Acquisitions

Built to work, not just to close.

Whether you're selling your business, scaling through acquisition, or acquiring a company as a new entrepreneur, we dig into the details and make the numbers and terms work for you. We lead diligence, structuring, and negotiation, then drive the deal forward to a clean close. Your documents, risk allocation, and earn-outs are built to work, not just to look good in a closing binder.

We also emphasize flexibility. We work on deals of all sizes with varying levels of involvement. While we can (and prefer to) handle everything end-to-end, we just as readily work within each client's specific needs.

Related practices
Commercial & Technology ContractsOutside General CounselStartup & Venture Capital
What we do
Buy- and Sell-Side Representation
Entrepreneurship Through Acquisition
Due-Diligence Management
Lender Diligence and Financing
Deal Structuring and Risk Allocation
Earn-Outs and Indemnification
Negotiation Through a Clean Close
Who leads this practice
Thomas Budnik
Thomas Budnik
Attorney
Noah Levin
Noah Levin
Attorney
Charlie Sommers
Charlie Sommers
Attorney
Practice 04  /  Litigation & Disputes

Litigation & Disputes

Disputes are sometimes unavoidable. Outcomes are not.

Most disputes are best resolved without a courtroom, but when the other side leaves you no choice, you want counsel who will press your advantage. When a supplier, customer, co-founder, or employee breaks their obligations, we help you understand your leverage and your options. We walk you through negotiation, mediation, arbitration, and trial. Whether you're defending your business or pursuing what you're owed, we push for the outcome that protects your business, your IP, and your time.

Related practices
Commercial & Technology ContractsOutside General Counsel
What we do
Pre-Suit Leverage and Options Assessment
Negotiation and Mediation
Arbitration and Trial
Co-Founder, Employee and Vendor Disputes
Protecting Your Business, IP, and Time
Who leads this practice
Joseph Falk
Joseph Falk
Head of Litigation
Dane Fogdall
Dane Fogdall
Associate Attorney
Representative matters
  • Judgment in favor of a Founders Law client in excess of $650,000 in a filed Cook County action alleging breach of a loan agreement.
  • Arbitration award in excess of $200,000 stemming from breach of a promissory note.
  • $180,000 settlement on behalf of an AI consulting company in a contested matter involving enforcement of a liquidated damages provision due to the premature termination of a three-year services agreement.
  • Full defense verdict for a medical entity at a bench trial involving a wrongful death claim.
Practice 05  /  Fund Formation

Fund Formation

Structures that match your strategy and your LPs.

We advise sponsors on the formation and operation of private investment funds across venture capital, private equity, hedge, and hybrid strategies. Our practice focuses on structuring funds and management entities in compliance with the Securities Act, the Investment Company Act (including 3(c)(1) and 3(c)(7) exemptions), and the Investment Advisers Act. We draft and negotiate the core fund documentation (LPAs, PPMs, subscription agreements, and side letters) and guide sponsors through offering structuring, regulatory analysis, and investor onboarding. Our team also supports ongoing operations, including adviser registration and reporting (Form ADV), securities compliance (Form D, Section 13, and Section 16), and fund governance, ensuring alignment with both regulatory requirements and investor expectations.

Related practices
Startup & Venture Capital
What we do
Fund Formation and Structuring
Offering Documentation and Investor Negotiations
Regulatory and Compliance Advisory
Closings and Investor Onboarding
Investment Execution and Ongoing Operations
Who leads this practice
Rebecca Reilly
Rebecca Reilly
Counsel
Matthew C. McElwee
Matthew C. McElwee
Founder & Managing Partner
Erika R. Knierim
Erika R. Knierim
Partner
Zoe Nagasing
Zoe Nagasing
Associate Attorney
Practice 06  /  Quantum

Quantum

A business around your technology, not just a demo.

Quantum computing is no longer a horizon technology. It is an active frontier for investment, federal procurement, and commercial deployment. Founders Law's Quantum Computing practice sits at the intersection of emerging technology and transactional law, counseling founders, operators, and investors who are building and funding the companies that will define this space. Our work spans the full company lifecycle: early-stage formation and research collaborations, through complex federal contracting, strategic partnerships, and institutional fundraising.

What distinguishes our practice is the ability to translate genuinely complex technical risk into precise, actionable legal terms, so investors can deploy capital, partners can commit, and founders can build with confidence. We are practitioners who have been in the room, at the negotiating table, and on the national stage as this industry has taken shape.

Related practices
Commercial & Technology ContractsStartup & Venture Capital
What we do
Research and Collaboration Agreements
IP Strategy and Protection
Fund Formation
Federal Contracting and Teaming Agreements
Commercial and Cloud-Access Contracts
Investor and Partner Terms
Translating Technical Risk Into Clear Terms
Who leads this practice
Erika R. Knierim
Erika R. Knierim
Partner
Representative matters
  • Founded and structured a quantum-focused investment fund, including drafting and negotiating all fund formation documents, partnership agreements, and governance frameworks.
  • Counseled a quantum computing company in navigating a complex Teaming Agreement for a Department of Defense contract, including work-share allocation, IP ownership, NDA provisions, and related MSA documentation.
  • Recognized as national thought leaders on quantum computing and the law, our attorneys are invited to speak at leading industry conferences including the inaugural KPMG Quantum Consortium, which convened industry leaders, academics, and emerging-technology executives to address strategic quantum risk and competitive advantage.
Practice 07  /  Commercial & Technology Contracts

Commercial & Technology Contracts

Agreements that sit at the core of how companies sell and scale.

We help businesses, including startups and high-growth technology companies, structure and negotiate the contracts that drive their products and revenue. For example, we routinely draft and review customer, vendor, and partner agreements that sit at the core of how companies sell and scale. These agreements often involve complex issues like SaaS and AI offerings, intellectual property ownership, technology licensing, channel and integration partnerships, marketing arrangements, and professional services.

We draw on big law training and in-house experience at leading technology companies to approach contracts with a practical, business-focused mindset. We work closely with business and legal teams to translate risk into clear, actionable guidance. The goal is not just to paper a deal, but to create agreements that support growth, reduce friction, and align with how your company actually operates.

Related practices
Artificial IntelligenceOutside General Counsel
What we do
Customer Agreements
Vendor Agreements
Partner Agreements
NDAs
Website Terms
Day-to-Day Contract Operations
Who leads this practice
Corey Gerson
Corey Gerson
Senior Attorney
Erika R. Knierim
Erika R. Knierim
Partner
Charlotte Jabbari
Charlotte Jabbari
Counsel
Noah Levin
Noah Levin
Attorney
Sonali Hanson
Sonali Hanson
Head of Artificial Intelligence
Practice 08  /  Artificial Intelligence

Artificial Intelligence

Counsel for the companies building AI, and the ones building on it.

Every company is an AI company now, whether or not it says so in the deck. Some are training models; most are wiring someone else's model into a product and trusting the terms behind it. We counsel both, at the stage when governance is still a design choice rather than a remediation project — from training-data provenance and the IP posture of models and outputs to vendor diligence, disclosure obligations, and the enforcement risk that follows overstated capability claims. We've also built AI into our own practice, so the governance we advise on is governance we've implemented under our own professional obligations.

Related practices
Commercial & Technology ContractsOutside General Counsel
What we do
Training Data Provenance and Licensing
Model Governance and Documentation
IP Strategy for Models and Outputs
AI Vendor Diligence and Risk Allocation
Disclosure Obligations and Capability Claims
Human Oversight and Acceptable Use Design
Evidence, Logging and Retention for AI Disputes
Who leads this practice
Sonali Hanson
Sonali Hanson
Head of Artificial Intelligence
How we work

One firm, one conversation, one bill.

We're built around three commitments: practical, reliable, accessible. Here's what that looks like in practice.

i.

Practical

Our attorneys learned at the large firms and honed their skills on real matters. We approach every matter through the lens of accomplishing the goal, not churning time.

ii.

Reliable

Getting it right isn't enough. We get things done the way you need it, when you need it, and with clear communication at every step.

iii.

Accessible

Founders don't keep office hours. We don't wait three weeks to get back to you with "initial thoughts." We work at a founder's pace, without sacrificing quality.

Get in touch · 30 min · No cost

Tell us what
you're building.
We'll tell you what's next.