Startup founders navigating the murky waters of fundraising got a crash course in legal strategy this week, courtesy of Jessica Furr, a South Florida based attorney specializing in startup and venture capital law. In a candid, founder-friendly presentation, Jessica broke down the legal lifecycle of raising capital, from bootstrapping to priced rounds, offering tactical advice on term sheets, equity, and avoiding costly legal mistakes.

Jessica, a seasoned lawyer with both law firm and in-house VC experience, including a three year stint in the UK, now runs, Lawgorithm Advisors, a modular law firm based in the Miami area, called . Her goal?

To give early-stage companies big firm-level service at a startup-friendly price. Think of us as the affordable version of Cooley or Gunderson; You bring in what you need, when you need it, without paying for a giant team you don’t use.

She said, describing her on-demand model as a blend of solo expertise and scalable legal support.

Bootstrapping and Early Capital: Legal Basics Matter

The session opened with a quick founder poll – most in the room hadn’t yet raised money. That, Jessica said, is the best time to get your legal house in order.

Bootstrapping is still a securities offering. Even if you’re borrowing money from family or loaning it to your own company, put it in writing. Uncle Bob might say it was a loan, but later claim he was promised 10% equity.

She cautioned.

Jessica urged founders to paper every transaction, even at the earliest stages, and to understand SEC rules around accredited investors, particularly when taking money from friends and family.

Non-Priced Rounds: SAFEs Are Simple, Until They’re Not

Jessica walked through the mechanics of non-priced rounds, typically structured as SAFEs (Simple Agreements for Future Equity) or convertible notes. She stressed sticking to standard forms, especially Y-Combinator’s templates, to avoid unnecessary legal fees and future headaches.

SAFEs are meant to be plug-and-play. The more customized the terms, the more lawyers get involved and the more expensive it gets. You don’t want to involve me unless you absolutely have to.

She warned.

Too many outstanding SAFEs can wreck your cap table. It raises red flags for later-stage VCs. I’ve had investors walk away because they saw a mountain of uncapped or uncoordinated notes.

She also cautioned against overusing SAFEs.

Priced Rounds: Real Money, Real Consequences

When a startup reaches a priced round, usually a Series A or beyond;

you’re scaling capital, and that comes with serious dilution and control concessions.

Jessica explained.

She advised founders not to sign a term sheet until they’ve granted themselves and their teams equity.

Signing a term sheet sets the company’s valuation. If you haven’t already issued shares to yourself or your employees, you may lose out. You can’t retroactively fix that.

Jessica also unpacked the anatomy of a term sheet, highlighting economic and control terms, such as:

• Round size and valuation (pre vs. post-money)
• Liquidation preferences
• Board composition and voting rights
• Employee option pool size (5 – 15% is typical)
• “Drag along” and “right of first refusal” provisions

She emphasized that a “light” one-page term sheet often means heavier downstream negotiations.

VCs may say it’s simple, but really it just means you’ll be spending more time and money, negotiating the actual documents later.

She said.

Liquidation Preferences: A Silent Threat

Jessica zeroed in on liquidation preferences, which dictate who gets paid (and how much) in the event of an exit.

A 2x preference means the investor doubles their money before the founder sees a dime. You could sell your company for $10 million and walk away with nothing.

She said and urged founders to understand the tradeoffs between preference and participation.

Preference protects the downside. Participation gives investors upside on top of that. Watch for these clauses.

Due Diligence Prep: Clean Up Now, Not Later

Founders were advised to prep for both business and legal due diligence well before a priced round begins. Key items on Jessica’s checklist:

• Accurate cap table with full documentation
• IP assignments from all contributors (including founders)
• Signed agreements with employees, advisors, and contractors
• Proper filings for all equity grants and securities
• Financial records and forecasts in order

Due diligence isn’t just a legal exercise, it’s a trust exercise. Messy records delay the deal and signal that you might not be ready to run a company.

She said.

Final Advice

Jessica’s message to Miami’s startup community was clear: the earlier you treat your startup like a real business, the easier it will be to attract capital on favorable terms.

Raising money is not just about the pitch, it’s about showing you’re a credible steward of someone else’s capital. Good legal hygiene now saves you dilution, delay, and disappointment later.

She said.