Viridian Lawyers is a boutique firm of startup lawyers in Sydney. We work exclusively with founders, early-stage companies and the people building them — from pre-incorporation through to exit. If you’re looking for a startup lawyer in Sydney who has actually seen the inside of a term sheet, drafted a few hundred SAFEs, set up real ESOPs, and watched founders get squeezed (or treated fairly) on the way out the door, you’re in the right place.
We’ve helped Australian startups raise over $100 million across pre-seed, seed, Series A and Series B rounds, and we’ve taken founders through acquisitions on both sides of the table. The clients on our homepage — Deputy, Sharesies, Wise, Okendo, Mad Paws, Shippit, Bardee and dozens of others — span fintech, marketplace, SaaS, deep tech and creative tech.
What a startup lawyer in Sydney actually does
The label “commercial lawyer” covers a lot of ground. A startup lawyer is a narrower specialist — one whose practice is built around the legal patterns of building a high-growth company. The work tends to cluster into a few areas:
- Formation and structure. Incorporating the company, founders’ agreements with vesting, IP assignments, and a cap table that won’t need surgery later. We’ve written about how to restate a cap table before Series A — it’s almost always easier to set up cleanly at day one than to fix at month thirty.
- Fundraising. SAFE notes, convertible notes, priced rounds, term sheets, shareholders’ agreements, share subscription agreements, and the dozens of small documents that come with closing a round.
- People. Employment agreements, contractor arrangements (with awareness of sham contracting risk), ESOPs and option grants, founder departures.
- Customers, suppliers and platforms. Master services agreements, SaaS terms, data processing agreements, reseller and partner contracts, and the commercial negotiations that come with them.
- IP and data. Trade mark protection, IP assignments from contractors and founders, privacy and data security compliance, AI policies.
- Exits. M&A — share or asset sales, due diligence, escrow and earn-out negotiation, completion mechanics.
A generalist commercial lawyer can do many of these things in isolation, but the patterns and market expectations move quickly. A startup lawyer in Sydney should be able to tell you what the current Australian market is doing on a 10% anti-dilution ratchet, a 1× non-participating preference, an option pool refresh, or an earnout cap — without looking it up.
Stage by stage — what Sydney startups need from their lawyer
Pre-incorporation and founders’ agreements
The biggest legal mistakes founders make are made before there’s even a company to make them in. Two co-founders shake hands on an idea, work on it for nine months, and only then think about paperwork. By that point one of them has built more than the other, or one has lost interest, or a third person has wandered in and out — and there is no document saying who owns what, who can leave with what, or what happens to the equity if someone walks.
A proper co-founder agreement, executed before significant work begins, prevents most of this. It should at minimum cover equity split, vesting (we usually recommend 4-year vesting with a 12-month cliff), IP assignment, decision rights, and what happens if someone leaves.
Pre-seed and seed
For most Sydney startups, the first outside money comes in via a SAFE note or convertible note. We use our own Australian SAFE template, which adapts the Y Combinator SAFE to deal with the corporations-law and tax issues that don’t translate cleanly from Delaware.
At the seed stage we’re typically looking at:
- Valuation cap and discount
- Most favoured nation provisions
- Pro-rata rights for investors
- ESVCLP-friendly terms if the investor is an early-stage venture capital fund
- ESS tax treatment for any options being granted alongside
Series A and beyond
A priced round is a different beast. Suddenly you’re looking at preference shares, a real shareholders’ agreement, a constitution rewrite, pre-emptive rights, drag-along and tag-along provisions, liquidation preferences, anti-dilution protections, board composition, reserved matters, and information rights. Each of these is a potential trap.
The fundraising environment has changed materially in the last few years. Diligence is deeper, terms are tighter, and the bridge round has become a normal part of the Sydney startup vocabulary. Our venture capital and fundraising service page goes into more detail on what we actually do during a raise.
Exit
The work you do at incorporation and in early rounds is, in a real sense, work for your eventual exit. Clean IP assignments, sensible founder vesting, properly documented option grants, and a tidy cap table all dramatically reduce friction when a buyer’s lawyers come knocking. We wrote a full founder’s legal guide to startup acquisitions covering the lifecycle from indicative offer through completion.
What we typically handle for Sydney startups
A representative sample of the work that comes across our desks in a normal month:
- Founders’ agreements and incorporations
- SAFE notes and convertible notes (issued by the company, and reviewed when issued by your investee company)
- Term sheet review and negotiation for priced rounds
- Full priced rounds — Series A, Series B, secondary rounds
- ESOPs, ESS valuations and tax structuring
- Employment agreements, contractor agreements and IP assignments
- SaaS customer contracts and master services agreements
- Data processing agreements and privacy compliance
- Reseller, distribution and channel partner agreements
- AFSL and credit licensing for fintech clients
- Trade mark searches, registrations and oppositions
- M&A exits — sell-side and buy-side
- R&D Tax Incentive considerations for early-stage R&D-heavy startups
We don’t take litigation work. If you need a litigator we will refer you to someone we trust.
Why founder-side only matters
A lot of Sydney commercial firms act for everyone — startups one day, VC funds the next, listed companies the day after that. There’s nothing inherently wrong with that, but it changes how a firm thinks. When your repeat clients are VC funds, your template shareholders’ agreement starts to look like a VC fund’s preferred shareholders’ agreement. Your instinct on a 2× participating preference shifts. Your view on what’s “standard” tracks what your largest clients want.
We act for founders and the companies they’re building. That’s the entire practice. Our templates, market view and instincts are calibrated to the founder side of the table. When we tell you something is unusual, we mean it’s unusual compared to what other founders are accepting — not what other funds are pushing for.
How we work
A few things our clients tell us are different about working with us:
- Fixed fees where the scope is clear. SAFEs, employment agreements, ESOPs, standard commercial contracts, incorporations. You get a price up front and that’s the price.
- Estimates with early warning where the scope is bespoke. Priced rounds, M&A and complex commercial deals get a written estimate at the outset and a heads-up the moment anything is going to push us beyond it.
- We meet you where you work. Slack, Teams, Signal, email, phone, in person — whichever is fastest. We don’t make founders log into a “client portal” to read a document.
- Fast turnaround. Most standard work is same-day or next-day. Term sheet review is 24–48 hours. We tell you up front if something is going to take longer.
- Plain English. We write contracts and advice in language a founder can actually read.
About Viridian Lawyers
Viridian is led by Richard Prangell, a Sydney-based startup lawyer with 15+ years’ experience in venture capital, technology transactions and complex commercial work. Before founding Viridian, Richard worked in-house and at firms including Allens and Baker McKenzie, and has personally advised on hundreds of Australian startup rounds — from $250k angel cheques to nine-figure Series C-and-beyond raises.
We’re a small firm by design. You will deal with senior lawyers on every matter, not a chain of juniors. Our office is in Sydney’s CBD at Level 13, 111 Elizabeth Street.
If you’re looking for a startup lawyer in Sydney — whether you’re incorporating next week, negotiating a term sheet next month, or wondering whether your cap table can survive a Series A — let’s talk. The first conversation is free and there is genuinely no pressure to engage us.