The legal work a startup needs, from incorporation onwards
Fundraising, intellectual property, commercial contracts, governance and ESOPs, handled personally by a former partner in a law firm’s venture capital practice, at a fixed fee agreed in writing before we start.
Eight things that may hold up a round
Most of them happen long before the term sheet arrives, and all of them surface during due diligence.
- Founder and contractor IP never assigned to the companyYour company may not hold legal title to its core code or product IP without signed written assignments from founders and contractors
- Departed co-founder equity and missing reverse vestingA departed co-founder holding a large equity stake can deter investors, and without reverse vesting and leaver provisions, the company cannot compel them to transfer or sell back their shares
- Multiple SAFEs or convertible notes issued without dilution modellingStacked valuation caps, discounts, accrued note interest, and pre-money ESOP pool top-ups can dilute founders far more than expected when converting at a priced round
- Undocumented equity promises to advisors or early staffInformal equity promises prevent the company from giving clean ownership warranties to investors and must be formally documented or released before close
- Pre-emptive rights not followed or waived on prior issuesIssuing shares without first offering them to existing shareholders holding pre-emptive rights allows those shareholders to challenge the issue and requires retrospective waivers before close
- Exceeding the 50-shareholder limits on a round or SAFE conversionCrossing 50 non-employee shareholders can force conversion to a public company, while crossing 50 total shareholders triggers public takeover rules
- Cap table doesn't match the register of members or ASIC recordsLegal ownership of shares is determined by the company's register of members rather than a spreadsheet, so any mismatches must be corrected before close
- Prior capital raised without a valid disclosure exemptionIssuing shares without a valid disclosure exemption can expose the company and its directors to penalties and investor claims, including court orders to unwind the issue
Automated tools can draft a contract, but they haven't sat across the table on dozens of rounds and won't push back on the quiet concession that costs you control, equity, or leverage.
Cloudberry Law exists to close the gap between a generic template and a traditional big-firm retainer, combining deep venture capital experience with fixed-fee certainty.
Olena Brodovska
Founder & Principal · Former Partner, Piper Alderman · Admitted in New South Wales
Cloudberry Law is a law practice founded by Olena Brodovska, an Australian-admitted corporate and venture capital lawyer (also qualified in Ukraine) with more than 20 years’ experience, most recently as a Partner in the Emerging Growth & Venture Capital practice at Piper Alderman, a national Australian law firm.
With a primary focus on startups and emerging growth companies, Olena’s practice spans venture financings, technology sector mergers and acquisitions (M&A), private equity, technology transactions, intellectual property, and privacy. She works with clients in all major technology sectors, including life sciences, medical devices, AI, SaaS, PaaS, digital media, e-commerce, social media, hardware, semiconductors, fintech, renewable energy, and climate tech.
She has acted for startups and growth-stage companies from pre-seed to late-stage financings, advising on SAFEs, convertible notes, priced rounds, bridge and down rounds, employee share schemes, and redomiciliations to the US.
This practice exists so that founders and startups (from incorporation through every funding round, commercial transaction, and stage of growth) can have direct access to Olena’s experience and expertise, at a fixed price, without a team billing hourly around it.
Experience
- Priced venture rounds
Advising companies from pre-seed and seed through Series C+, including rounds over A$100 million with Australian and international venture funds.
- SAFEs, notes & bridge rounds
Structuring and negotiating pre- and post-money SAFEs, convertible notes, and multi-instrument conversion waterfalls at priced rounds.
- US flips & cross-border restructures
Acting as Australian counsel on Delaware redomiciliations, share exchanges, and international holding structures alongside US legal and tax advisers.
- Shareholders deeds & governance
Drafting and negotiating constitutions, founder shareholders deeds, reverse vesting, and corporate governance.
- ESOPs, IP & commercial contracts
Establishing startup employee option plans, securing founder and contractor IP assignments, and drafting SaaS and technology agreements.
- M&A & company exits
Acting for founders and venture-backed companies on strategic acquisitions, asset sales, and share sales through to completion.
Partner-level startup counsel, built around fixed fees
Fixed fees and written scope upfront
Before you engage us, we confirm the exact deliverables, inclusions, and fixed fee in writing, giving you full certainty on our professional fees without hourly billing.
Considered, transaction-grade documents
Your documents are not merely filled-in precedents; they are shaped around your cap table, commercial model, and what investors look for at your next round.
You deal directly with the person advising you
The lawyer you brief is the lawyer who drafts, reviews, and advises, with no hand-offs, duplication, or layers in between. Olena takes on a limited number of matters at a time, agrees key dates with you at the start, and tells you early if anything could affect your timetable.
Built for startups and founders
We act for startups and their founders from incorporation through each round, focusing on protecting your equity, board control, and commercial position.
From incorporation to Series A+
We advise from incorporation, founder shareholder deeds, and ESOPs through SAFEs, commercial contracts, and Series A+ rounds, staying with you as you grow.
Commercial pushback, not a 40-page memo
We tell you what is standard in the Australian venture market, what is off-market, and which clauses are worth pushing back on.
From enquiry to finished work in three steps
- 01
Tell us what you need
Tell us a little about your startup and choose a time for a free 30-minute call (or email us directly).
- 02
Scoped & fixed
After the call, we email your scope and fixed fee. Work begins once you have accepted our fixed-fee quote and engagement terms.
- 03
Ready to use
You receive clear, commercial advice and transaction-ready documents directly from the lawyer doing the work, with clear milestones from day one.
See where you stand first
Diagnostic tools and practical guides to help you spot gaps before due diligence begins, with annotated legal templates coming soon.
Free diagnostic tools
Model SAFE dilution and check IP and co-founder readiness. Disclosure exemption and term sheet tools coming soon.
Guides for founders
Practical guides on Australian SAFEs, IP assignments, founder vesting, and capital raising.
Free legal templates (coming soon)
Australian Founder Shareholders Deed and Company Constitution templates with drafting notes are on their way.
Most founders call when the term sheet arrives. It's cheaper to call before
Start with a free 30-minute call to talk through what you need and your timing. After the call, we’ll email you a written fixed-fee quote.