Rausa Russo Capital is the Venture & Capital Markets Practice of Rausa Russo Law, PLLC. There is no separate legal entity. Guides are general informational content; they are not legal, tax, or investment advice.
Foundational Guide · Formation & Capital
Setting Up a Venture: Formation, Capitalization, and Term Sheets
An investor-grade walk-through of the legal architecture institutional capital expects: entity choice, founder equity and 83(b), QSBS planning under IRC Sections 1202 and 1045, IP assignment, SAFEs vs. priced rounds, NVCA mechanics, board composition, the In re Trados question, venture-studio economics, DGCL Section 144 (as amended in 2025) conflicted-director procedure, and the term-sheet points that move every round.
Negotiation Guide · Term Sheets
Term Sheets, Annotated
Page-by-page walk-through of an NVCA-style Series A term sheet for founders. Pre-money valuation and option-pool top-up math, liquidation preference structure, anti-dilution formulations, board composition and voting agreement mechanics, protective provisions, pro-rata and information rights, ROFR/Co-Sale, and vesting/acceleration. What to push, what to concede, what diligence will look at.
Structuring Guide · Venture Studios
Studio Engagements: Structuring the Operator/Studio Relationship
How to structure the studio-operator relationship so it survives downstream financing diligence: services agreement scope and sunset, studio equity issuance with milestone-based vesting, IP assignment from studio to portfolio company, founder/CEO equity carve-ins, conflicted-director procedure under DGCL Section 144 (as amended in 2025), and the recapitalization options when a passive studio stake needs cleanup before institutional capital.
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