Practice · Capital
Regulation D private placements, SAFEs and convertible notes, priced rounds, fund formation, and equity compensation — structured by partners who have raised capital as principals.
From a founder's first SAFE round to a GP/LP fund with institutional investors, we structure and document the raise — and because our partners have raised capital as principals, the documents reflect how deals actually close.
Rule 506(b) and 506(c) offerings: private placement memoranda, subscription documents, accredited-investor verification, Form D, and state notice filings.
Post-money SAFEs, convertible note purchase agreements, side letters, and the cap-table modeling that shows founders what conversion actually does.
Seed and Series A term sheets, stock purchase agreements, investor rights and voting agreements, and charter amendments.
GP/LP and LLC funds for real estate, energy, and private investment sponsors; management company and carry structures; investor documents and compliance calendar.
Equity incentive plans, option and restricted-stock grants, 83(b) mechanics, profits interests, and advisor grants.
Exemption analysis, bad-actor diligence, finder and broker-dealer questions, and the ongoing reporting that follows a raise.
Every round we paper — SAFE, note, or priced — closes into Windward Charts, the attorney-certified governance stack inside Windward Helm: your cap table with each line tied to the executed instrument that created it, your consents and resolutions, your filings and compliance posture — versioned and attested by a Windward Counsel attorney, so your next investor diligences a certified record rather than a spreadsheet and a shared drive.
Every raise eventually meets a lawyer on the other side — the lead investor's counsel, the acquirer's diligence team, or a regulator. We draft for that reader. Risk factors are specific to the business; the waterfall in the fund agreement matches the term sheet the sponsor has already sent; and the cap table reconciles to the documents. Two attorneys review every securities offering before it goes out.
A SAFE converts to equity at a future priced round with no interest or maturity; a convertible note is debt with a maturity date and interest that converts on the same triggers. SAFEs are simpler and founder-friendly; notes give investors a maturity backstop and are more familiar to energy and real-estate investors. We draft both and will tell you which your investors are likely to expect.
Every offering is quoted as a fixed fee for a defined document set — PPM or disclosure package, subscription documents, Form D and state notices — after we understand the structure. Every securities offering gets two-attorney review. See how pricing works.
Yes: GP/LP and LLC fund structures for real estate, energy, and private investment sponsors, including the management company, carry, and investor documents. Energy-specific fund work is described on our energy capital formation page.
Securities offerings are subject to federal and state law and must be evaluated on their own facts. This page describes services, not advice.