MLG Startup Playbook:
A Startup Roadmap
This blog exists to help you understand the shape of the decisions ahead of you — not to replace the judgment of counsel who knows your specific company, your specific investors, and your specific facts. This blog is not legal advice, and they're not a substitute for counsel who can look at your specific facts, your specific investors, and your specific company.
A few situations are worth flagging plainly: these are the moments where the cost of getting it wrong reliably exceeds the cost of a phone call.
When to Call Your Lawyer
Nothing in this blog is meant to suggest that every business decision requires legal counsel. Templates, general knowledge, and careful attention handle a large share of what a technology startup needs day to day. The goal of this blog is narrower: identifying the specific moments where the cost of skipping a lawyer meaningfully exceeds the cost of involving one.
Before You Sign Anything With Real Terms
A term sheet, a priced-round financing document, or any agreement with a co-founder, investor, or acquirer that includes control provisions, liquidation preferences, or vesting terms deserves review before signature — not after. These documents are far easier to negotiate before they're signed than to unwind afterward.
Before You Terminate Someone, Especially a Founder or Executive
Terminations carry the highest concentration of legal risk in ordinary company operations — wrongful termination claims, disputes over vested equity, severance obligations, and in some states, specific procedural requirements that must be followed. A quick call before the conversation, not after, is almost always the cheaper path.
Any Time a Regulator or Government Agency Contacts You
A letter or inquiry from a state labor department, the SEC, the IRS, or any other regulatory body should go to counsel before you respond — even if the inquiry seems routine or the answer seems obvious. Initial responses shape how the rest of the matter unfolds, and they're hard to walk back.
Before a Related-Party or Self-Dealing Transaction
Any deal between the company and a founder, director, officer, or major stockholder — or an entity they control — should be reviewed and properly approved before it closes, not documented retroactively once someone asks about it.
When You're Genuinely Unsure Whether Something Is a Big Deal
The instinct to “not bother the lawyer with something small” is understandable and usually wrong. A quick question that turns out to be nothing costs you little. A significant issue that goes unmentioned because it seemed small at the time costs considerably more, later, when it's harder to fix.
Part 1: Foundations
A. Choosing Your Entity and Jurisdiction
B. Cap Table Basics — What Founders Get Wrong Early
C. Founder Equity, Vesting, and Re-Vesting
Part 2: Raising and Growing
A. SAFEs vs. Priced Rounds vs. SAFWs
B. Reading a Term Sheet: The Non-Market Provisions That Should Raise Flags
C. What Investor Control Rights Actually Mean
D. Blue Sky Compliance and Form D
E. Employment Law Basics Across States
F. Independent Contractor vs. Employee
G. Equity Compensation for Employees
H. Advisor Equity — What's Market, What's a Red Flag
Part 3: Staying Out of Trouble
A. Fiduciary Duties — What Founders and Directors Actually Owe
B. Self-Dealing and Related-Party Transactions
C. AI Tools and Legal Privilege