Hart David Carson LLP is a global corporate and private-capital law boutique whose technology and SaaS practice advises software and emerging-growth companies on venture financings and M&A, IP and licensing, data and privacy, and equity compensation, from a Chicago base with reach across London, Dubai, and a partner network on five continents. We act for the companies building software, from the first cap table to the exit, on venture financings and M&A, intellectual property, data and privacy, and equity compensation, with a partner who knows the whole story running the work.
Firm facts · ReachA corporate and private-capital boutique with international reach: a principal office in Chicago, a second office in Oakbrook Terrace, offices in London and Dubai through partner firms, meeting locations by appointment in seven further US cities, and a partner network across ~51 jurisdictions on five continents. Founded 2013.
Code written by a contractor belongs to the contractor. The Copyright Act's work-for-hire rule reaches employees and nine listed categories of commissioned work, and software is not one of them, so a startup that paid a freelancer for its first product holds a license at best until a written assignment is signed. Acquirers check this first.
The early decisions carry deadlines that do not move. An 83(b) election is filed within 30 days of a restricted-stock grant or not at all. A 409A valuation is presumed reasonable for twelve months or until a material event, and an option priced below it costs the holder a 20 percent additional tax. Delaware computes a startup's franchise tax on authorized shares unless the company recalculates on assumed par value, which usually turns a notice for the $200,000 maximum into a bill in the hundreds.
We act for software and emerging-growth companies from the first cap table to the exit, and for the funds and acquirers across from them. The aim is a file that a financing confirms rather than reopens. We have represented clients in matters before the SEC and the IRS.
Founder-to-growth counsel for software and emerging-tech businesses, covering entity selection, founder arrangements and vesting, corporate housekeeping, and the day-to-day questions of running a company that is meant to scale.
Explore →Company- and founder-side support across SAFEs, convertible notes, and priced preferred rounds, including term sheets, financing documents, and option-pool and cap-table modeling.
Explore →Clean IP creation and protection through assignment discipline, trademark and trade-secret strategy, and SaaS and technology licensing drafted around how your product is made and sold.
Explore →Equity-compensation plans, board and governance practices, and the securities-law questions that come with issuing equity and raising capital as a private technology company.
Explore →Entity and group structuring, joint ventures, and buy- and sell-side M&A, from the structure that supports a fundraise to the exit that rewards it.
Explore →Regulatory, structuring, and compliance counsel for technology companies building with tokens, on-chain products, or crypto rails, from the firm's digital-assets practice.
Explore →Home market for formation, equity, financings, and state-level privacy obligations.
Explore →A common first international market, with UK structuring, contracting, and data-transfer considerations.
Explore →A frequent European base for technology and SaaS operations and EU-facing data posture.
Explore →A frequent hub for technology companies expanding across Asia-Pacific.
Explore →In Delaware a stock issuance or option grant that lacked valid board approval is void, not voidable, and until 2014 had no cure. Section 204 now lets the board ratify the defective act, with notice to stockholders and often a filing in Dover, which is why diligence asks for every consent.
A GPL component built into a product obliges the company to release its own source when it distributes that product, which SaaS never does. The AGPL closes that door, treating use over a network as distribution. The control is a policy naming permitted licenses and a scan before each round.
GDPR Article 28 requires a written contract with prescribed terms between a controller and each processor, so a SaaS vendor with one European customer needs a data-processing agreement despite having no European entity. US state privacy laws impose a parallel list on service providers, and enterprise buyers add theirs.
EU personal data has flowed to self-certified US companies under the EU-US Data Privacy Framework since July 2023, and the EU General Court upheld it in September 2025. An uncertified company falls back on standard contractual clauses and a documented transfer assessment. The UK runs an extension of it.
Only $100,000 of incentive stock options, measured at grant-date value, may first become exercisable in any calendar year; the excess is a nonqualified option. ISOs must be granted at fair market value, expire within ten years, and lose their status if not exercised within three months of leaving.
A foreign-founded company seeking US venture money inserts a Delaware parent by share exchange. Before the first priced round, the flip is paperwork and a home-country tax memo. After it, the flip is a taxable disposal for founders in many countries and an IP transfer priced by two tax authorities.
Delaware charter, founder vesting, and a signed IP assignment from every founder and contractor before a line of code has value. The 83(b) elections are filed on time and the open-source policy exists before the first commit that needs it.
SAFEs and notes convert into a preferred round: the term sheet is modeled against the option pool, the disclosure schedules are built from a data room that already exists, and Rule 701 and blue-sky compliance are confirmed before anyone signs.
The MSA and order-form architecture becomes the revenue engine: uptime and indemnity terms standardized, DPAs and cross-border transfer mechanics wired into every enterprise deal, security questionnaires answered from a standing compliance posture.
Acquirer's counsel pulls every thread laid since formation: chain of title on the IP, cap-table math, customer-contract assignability, privacy representations. Because the file was built for this day, diligence confirms rather than discovers, and the deal prices on the business.
An exit is diligence on every decision you made since incorporation, and we make each one survivable in advance.
The early priorities are usually the cheapest to fix and the most expensive to ignore: a clean cap table and the right entity, founder vesting and confirmed IP assignment from every founder and contractor, a defensible equity-compensation plan, and SaaS contracts and a privacy posture that will survive a customer's or investor's diligence. Getting these right early keeps later financings and a sale from stalling on cleanup.
Hart David Carson LLP acts for companies and founders across SAFEs, convertible notes, and priced preferred rounds, handling term-sheet negotiation, the financing documents, cap-table and option-pool modeling, and the corporate housekeeping a round depends on. A partner runs the deal, so the people negotiating your terms are the people who know your company.
Ownership turns on having proper assignment agreements in place with every founder, employee, and contractor, plus clean handling of any open-source and third-party components. From there, protection is a mix of trademark, copyright, trade-secret discipline, and well-drafted licensing, shaped around how your product is built and sold.
It depends on where your customers and their users sit and what data you process. A US SaaS company often has to account for state privacy laws and sector rules, and a company serving customers in the United Kingdom, the European Union, or Asia faces additional cross-border data-transfer and consent obligations. We help map which regimes apply and translate them into your contracts, data-processing terms, and internal practices.
Equity is how technology companies hire and retain, so the plan has to be both motivating and defensible. That means choosing the right instruments among options, restricted stock, and RSUs, sizing the pool against your financing plan, documenting grants properly, and coordinating vesting and tax treatment. We design and document plans that hold up through later rounds and an eventual exit.
Expansion raises questions about where to incorporate or place a subsidiary, how IP is held and licensed across entities, how revenue and data move between jurisdictions, and which local rules govern employment and contracting. We coordinate corporate structuring with jurisdiction-specific considerations in markets such as the United States, the United Kingdom, Ireland, and Singapore so the structure supports the business as it expands.
Funds, securities, and regulatory counsel for fintech and the capital that backs technology companies.
Explore →The crypto and on-chain frontier of technology, with regulatory, structuring, and compliance counsel from the firm's digital-assets practice.
Explore →Where software meets a regulated frontier, in health-tech, data, and the longevity sector's legal questions.
Explore →Reviewed by Jonathan D. Herpy, Sr., Senior Partner · Last updated October 2026 · Educational overview · Not legal advice
One partner is accountable for the whole matter, and you have that partner's direct line. Chicago, London, and Dubai work to the same standard.