Part-Time General Counsel for Tech & AI Companies
A standing lawyer for your company, without the full-time salary. We handle the legal questions as they come up, and we know the business well enough to see them coming.
For U.S. and non-U.S. founders building software, AI, robotics and fintech companies. From the first hire to the first financing to the first claim.
Most legal problems at a startup were avoidable six months earlier.
A founder signs a customer contract with an uncapped indemnity because the deal was closing Friday. A contractor writes the core of the product with no IP assignment. An 83(b) election is missed and cannot be filed late.
None of these are hard to fix in advance. They are expensive to fix afterward, usually during diligence for a financing or a sale, when the other side has found them first.
A part-time general counsel is in the room before the decision, not after. That is the whole value.
The deadlines and thresholds founders miss most.
Official figures. Each one has a date or a dollar line attached.
The qualified small business stock figures are indexed for inflation for tax years beginning after 2026. Stock issued on or before July 4, 2025 keeps the prior $50 million test and five-year rule. Sources: IRS, Form 15620, Section 83(b) Election; Public Law 119-21, section 70431; Joint Committee on Taxation, General Explanation of Public Law 119-21; IRS, Instructions for Form 5472.
What a part-time general counsel covers.
Entity, state and ownership
Delaware or New York, corporation or LLC, who holds the shares and through what. For non-U.S. founders, how the U.S. company connects to the company at home.
Founder stock, vesting and options
Restricted stock with vesting, 83(b) elections filed on time, option plans and advisor grants, and small business stock planning from the first issuance.
Customer, vendor and partner agreements
Terms of service, SaaS and license agreements, model-provider and cloud terms, reseller and integration deals. Reviewed before signature, not after.
Employees, contractors and hiring tools
Offer letters, contractor agreements with real IP assignments, confidentiality, remote and foreign hires, and compliance when AI screens candidates.
SAFEs, notes and priced rounds
Term review on the investor’s paper, cap table consequences, side letters, and the representations about IP, data and compliance you will be asked to make.
Watching the rules that reach you
AI, privacy, consumer protection and payments rules, tracked by state and market so you learn about a deadline before it passes.
How the engagement runs.
Scoped to your stage, in writing, before the work begins.
Legal stack review
Everything you have signed or published, read once, with a list of what holds and what does not.
Priorities
The fixes ranked by what a customer, investor or regulator would find first.
Standing arrangement
A monthly scope for contracts, hiring, fundraising and regulatory questions, with a known point of contact.
Specialists when needed
Immigration, patent, employment or foreign counsel brought in and managed by us, so advice does not conflict.
We draft it. We also defend it.
Fintech and digital assets since 2017.
Max Dilendorf has advised fintech, payments and digital-asset companies since 2017, through the growth of the sector and the regulation that followed. The questions founders ask today about AI, we have worked through before with crypto.
More than 130 arbitrations since 2019.
Software liability, platform and payment disputes, cybercrime losses and AI-related claims before the AAA, JAMS and NAM, and emergency relief in New York courts. What we learn in those rooms shapes how we draft.
Raise, launch or hire with the paperwork already in order.
A few documents settled now prevent most of the diligence problems we see later.
- Confirm every founder, employee and contractor has signed an IP assignment
- Calendar the 83(b) deadline the day restricted stock is granted
- Keep the cap table current, including SAFEs and option grants
- Read your customer terms before the next big deal, not during it
- Ask which states and countries your product is sold into, and what each requires
- Sign an uncapped indemnity to close a deal faster
- Use a competitor’s terms of service as your own
- Hire abroad on a handshake and an invoice
- Let a vendor’s data terms govern your customers’ data by default
- Wait until the term sheet to find a lawyer
From the firm’s writing.
AI Startup Attorney: Legal Guide for Founders & Seed Funding
Formation, equity, early contracts and what seed investors ask AI founders.
Read the articleISO vs. NSO Tax Rules | Stock Option Attorney
How the two kinds of options are taxed and which to grant.
Read the articleInternational Tax Lawyer for AI & Software Startups
Entity, IP location and taxes when launching a U.S. software business from abroad.
Read the articleFrequently asked.
A lawyer who acts as your company’s general counsel on an ongoing, part-time basis rather than as a full-time employee. You get a standing adviser who knows the business and handles or coordinates everything legal, at a cost scaled to your stage.
Usually as a monthly arrangement with an agreed scope, so you know the cost before you call. Larger projects, such as a financing or a dispute, are scoped separately. Everything is agreed in writing first.
Yes. We regularly represent non-U.S. founders forming U.S. companies, relocating teams or signing their first U.S. customers. Our international tax practice handles the cross-border tax questions alongside.
Deal counsel handles the transaction. A general counsel handles everything between transactions: contracts, hiring, vendor terms, regulatory questions and the problems that appear with no deal attached. We work alongside deal counsel when a round is on.
The same lawyers who know your documents handle the response, in negotiation, arbitration or court. We have handled more than 130 arbitrations before the AAA, JAMS and NAM since 2019.
Other areas of the practice.
Six services for technology companies, from ongoing counsel to the dispute. Back to the overview.
Need a lawyer in the room, not just at the closing?
A confidential consultation about a part-time general counsel arrangement for your company. Bring the documents you have.