SPZ Legal, P.C.

Managing Partner: Ryan Shaening Pokrasso and Hash Zahed

Number of partners: 2

Number of other fee-earners: 8

SPZ Legal is a trusted legal partner for venture-scale startups with big aspirations. Their boutique legal team brings extensive experience to the table. SPZ understands the unique challenges startups face, from IP protection to global expansion. With SPZ Legal, founders and leaders of startups get practical and sound legal advice, a personalized approach, and a commitment to helping them achieve their growth goals.

Formation & Corporate Governance

SPZ Legal’s formation services cover a spectrum of needs, including the creation of business entities, corporations, benefit corporations, hybrids, and LLCs. They have deep experience in reorganizations, spin-offs, tax-free reorganizations, recapitalizations, and corporate governance. For U.S. and international expansion, SPZ Legal facilitates the establishment of subsidiaries and 'Delaware flips'.

Types of formation and corporate governance services offered:

• Formation of Business Entities: corporations, benefit corporations, hybrids, social enterprises, and limited liability companies (LLCs)
• Reorganizations: Spin-offs/spinouts of existing companies, tax-free reorganizations, and recapitalizations
• International Expansion of U.S. companies.
• Corporate governance: Board of director meetings and compliance, stockholder meetings, stakeholder relationship management, and compliance
• U.S. Expansion: U.S. subsidiaries of foreign companies and “Delaware flips” (establishing a U.S. company as a parent of an existing foreign company)

Mergers & Acquisitions

SPZ Legal’s M&A legal expertise covers a spectrum of services, including meticulous due diligence support, advice on structuring transactions for optimal tax treatment, compliance with export control laws, and other issues that inevitably pop up in the journey to ultimately selling a company. They are a dedicated partner for startup founders and leadership teams who are considering a merger, an asset purchase, a stock/membership interest purchase, or a tax-free reorganization.

Types of M&A support:

• Letters of Intent
• Mergers
• Stock purchases
• Membership interest purchases
• Asset purchases
• Acqui-hires
• Investment bank negotiations and engagement letters
• Parachute payment analysis
• Non-competes
• Escrow agreements
• Investor management
• Transaction bonus agreements

Funding

SPZ Legal offers a range of funding support, from advising on pre-seed SAFEs and convertible notes to navigating later-stage rounds with institutional investors/venture capitalists, all while ensuring a strategy in line with industry best practices and focused on unique company needs.

Types of financing support include:

• Simple agreements for future equity (SAFEs)
• Convertible notes
• Priced rounds
• Secondary transactions
• Venture debt
• Due diligence
• Compliance with securities laws
• Crowdfunding
• Impact investments
• Investor representation

Commercial Contracts

SPZ Legal’s dedicated team offers a spectrum of support for startup sales agreements and other commercial contracts. SPZ’s approach focuses on striking the right balance between optimizing for legal protections while not allowing legal processes to get in the way of moving quickly. From crafting customer agreements to managing reseller relationships, SPZ offers a wide range of services.

The types of support include:

• Customer agreements
• SaaS Agreements
• Terms of Use or Terms of Service
• Master Services Agreements (MSAs)
• Statements of Work (SOWs)
• Privacy Policies
• Reseller agreements
• Collaboration and joint venture agreements
• Manufacturing and supply chain agreements
• Vendor agreements
• Technology/IP licensing agreements
• End User License Agreements (EULAs)
• Technology/IP transfer agreements
• University licensing agreements
• Data use agreements

Employment Law

SPZ Legal helps startups craft a solid foundation for their teams with employment contracts, executive compensation, and termination policies. Along with partner firms, SPZ Legal ensures agreements align with legal standards. They also understand that founders and teams often want to go well beyond what is minimally required to comply with employment laws and want to incentivize and take care of their valuable workforce.

Common employment topics we cover include:

• Service agreements for founders, employees, advisors, contractors, and vendors
• Equity and related compensation including equity incentive plans (aka “Option Pools”), Restricted Stock Agreements (RSAs), Incentive Stock Options (ISOs), Nonqualified Stock Options (NSOs), Restricted Stock Units (RSUs), phantom stock, stock appreciation rights, and others
• Confidentiality and intellectual property assignment agreements
• Bonus agreements
• Commission agreements
• Executive compensation guidance
• Deferred compensation
• Employment policies
• Termination policies
• Separation agreements
• State registrations
• Counsel on reductions in force (RIFs)

IP Protection

SPZ Legal’s intellectual property experience encompasses trademark applications, trademark opinion letters, copyright protection, and strategic advice on IP licensing. Although they do not offer patent prosecution services, they have fantastic boutique firms in their network to assist startup founders with patent needs.

IP services cover the following:

• Trademark prosecution: clearance searches, trademark applications, opinion letters, responses to office actions, and advice on trademark strategy
• IP licensing agreements
• IP assignment agreements
• Copyright protection
• Protection of trade secrets
• NDAs
• Personnel confidentiality and IP assignment agreements

Data Privacy

From state privacy laws to international regulations, SPZ Legal provides a wide range of support. They have been advising clients on data privacy compliance consistently since GDPR hit the startup world and are constantly tracking changes to data privacy laws and best practices. They have extensive experience in reviewing and understanding unique data flows and practices and crafting agreements to ensure compliance with data privacy laws and best practices for startups.

Data privacy services cover the following:

• GDPR and ePrivacy Directive - EU privacy laws (and related UK and Swiss laws) and cookie laws
• State privacy laws, including California (CCPA and CPRA) and other states
• CAN-SPAM and TCPA - privacy laws pertaining to marketing practices
• HIPAA - health privacy law
• FERPA - education privacy law
• COPPA - privacy law protecting children
• PIPEDA - Canadian privacy law
• Data processing agreements/addenda (DPAs)
• Inbound and outbound transfer analysis

Verto Education

Verto Education is on a mission to help change Higher Education in positive, student-focused ways. They offer a Freshman year of college abroad with direct transfer to their partner schools. Their focus is on student outcomes, helping students get the most out of their college experience and setting them on a path for a successful and fulfilling life and career. The partnership with SPZ Legal yielded substantial benefits for Verto Education. The legal hurdles that often impede growth for startups were now navigated seamlessly.

"I want to highlight the complexity of board management for a new founder. SPZ Legal’s support has been invaluable in navigating board dynamics and understanding control intricacies. Raising funds for the first time involves a steep learning curve. SPZ Legal has been a trusted advisor, helping me see around corners and making informed decisions for Verto Education's overall success."

- Mitch Gordon, Founder and CEO Verto Education

Windborne Systems

WindBorne Systems emerged as a weather and climate tech startup revolutionizing the industry with patented, sensing balloon technology that collects crucial atmospheric data around the globe. They are in strategic partnerships with esteemed institutions like NOAA, NCAR, the US Air Force, the Office of Naval Research, and the UCSD Scripps Institution of Oceanography. SPZ Legal has supported WindBorne's mission through services ranging from corporate governance to equity compensation to complex legal agreements to fundraising rounds and beyond.

"With SPZ Legal’s help, we grew from a small team to having subsidiaries all over the globe. It’s been great having a reliable partner that can handle our growth and workload."

• John Dean, CEO Windborne Systems

Kong Studios

Kong Studios, an international gaming company founded in 2013, is on a mission to redefine the gaming industry. With a core focus on player experience and game quality, Kong Studios has rapidly grown into a global force with over 400 team members spread across Korea, Japan, and the United States, with the support of SPZ Legal.

"With SPZ Legal's support, we gained confidence in our legal operations and were able to focus on our core mission of delivering top-notch gaming experiences. Their expertise and personalized approach have been invaluable to our growth."

- Andy Lee, Chief Financial Officer, Kong Studios

• Attendify
• Just Invest
• Strive
• Spectral Instruments
• Certified EO

• San Francisco Bay Area, California
• Austin, Texas
• Los Angeles, California
• Denver, Colorado
• Miami, Florida

The SPZ Legal team believes that business is a powerful tool for positive impact. Their startup attorneys and staff are committed to providing clients with exceptional legal services while helping them maximize their impact. Core values that guide their work:

• We are reliable: they prioritize follow-through and being available when clients need them. When they say they are going to do something, clients can count on them following through on that commitment.
• They are good people: their kindness, friendliness, and genuine approach ensure they always look out for clients’ best interests and do what's right.
• They are excellent at what they do: they take pride in their work, they are highly competent, detail-oriented, and continually strive to enhance skills and effectively communicate with clients.
• They are proactive problem solvers: their resourcefulness, initiative, and proactive approach mean that they anticipate the next steps and take decisive action.