I’m Ryan Roberts, a U.S. startup lawyer advising non-U.S. founders and international startups that operate outside the United States but use a Delaware corporation or Delaware C-Corp for formation, fundraising, governance, venture capital, commercial growth, and M&A.
If you are looking for a U.S. startup lawyer for non-U.S. founders, a Delaware C-Corp lawyer, or counsel with experience representing cross-border startups, this page explains the work I handle and the issues that commonly arise when a company is built outside the U.S. but financed or structured through a U.S. entity.
If you’d like to discuss a matter, contact me here.
About Ryan Roberts: I’m a US startup lawyer with more than 20 years in practice, advising founders and companies on formation, equity and governance, SAFEs and venture financings, acquisitions, and the corporate and commercial work that supports growth. Over the course of my practice, I have handled transactions totaling more than $1 billion.
My work has ranged from helping startups close seed and venture capital financings in California, New York, and Texas to advising on nine-figure venture rounds in Singapore, as well as cross-border matters involving startups and investors across the United States, Europe, Asia, Latin America, and Australia.
I work with founders in the United States and abroad, including companies whose teams, operations, customers, or technical talent are based outside the U.S. even though the parent entity is a Delaware corporation.
- Delaware startup formation and founder setup (formation, founder equity, vesting, governance, parent-subsidiary and cross-border structuring issues)
- Seed financing and venture capital (SAFEs, convertible notes, priced rounds, investor documents, closing support)
- Cross-border startup legal support (U.S. corporate documentation coordinated with teams, contractors, subsidiaries, and operations outside the U.S.)
- M&A and strategic transactions (LOIs, diligence, purchase agreements, and exit planning for Delaware corporations with international operations)
U.S. Startup Lawyer Services for Non-U.S. Founders With Delaware C-Corps
I work with non-U.S. founders, international startups, and growth-stage companies that are headquartered, staffed, or operating outside the United States but have formed, or plan to form, a Delaware corporation to raise capital and engage with U.S. investors, venture capital funds, counterparties, and acquirers. Typical clients include international startups preparing for Delaware formation, founders cleaning up founder equity or governance issues before a seed financing or priced round, and companies that want a U.S. startup lawyer for cross-border corporate work, startup financing, venture capital, and M&A.
If you want a broader overview of the issues startups tend to face as they grow, see the Startup Legal Roadmap. If you are evaluating what it is like to work with outside counsel on an ongoing basis, you can also read more about working with a startup lawyer.
Why Non-U.S. Founders Hire a U.S. Startup Lawyer
For many non-U.S. founders, the key issue is not finding a lawyer in their home country. It is finding a U.S. startup lawyer who regularly works on Delaware formation, founder equity, venture financings, seed rounds, governance, commercial contracts, and startup acquisitions. U.S. investors, accelerators, and acquirers often expect a clean Delaware C-Corp structure and documentation that fits U.S. market practice. That means international founders usually benefit more from working with a U.S. startup lawyer who understands Delaware startup practice and venture-backed execution than from working with a lawyer who happens to be physically close to the operating team.
U.S. Startup Lawyer for Delaware Formation and Founder Setup
International startups often face early structural questions that affect fundraising, hiring, IP ownership, governance, tax coordination, and diligence later. As a lawyer handling Delaware formation for startups, I help founders form and organize Delaware entities, document founder relationships, address vesting and governance, and think through ownership and documentation issues that commonly arise when founders, employees, or contractors are based in multiple countries. A clean Delaware startup formation can reduce friction significantly when investors or buyers begin diligence.
- Delaware entity formation and organizational documents
- Founder equity, vesting, board approvals, and governance basics
- Cap table organization and option pool planning where appropriate
- IP assignment, confidentiality, and onboarding documents for globally distributed teams
U.S. Startup Lawyer for Seed Financing and Venture Capital
Many non-U.S. founders use a Delaware C-Corp because they plan to raise from U.S. angels, seed investors, or venture capital funds, or because they want a structure that is familiar to startup investors and counterparties.
Whether you are reviewing a SAFE, negotiating a convertible note, or working through a venture capital financing, I help founders understand what is market, what is negotiable, and what should be addressed before signing. If you need a U.S. startup lawyer for seed financing, venture capital, or Delaware startup financing documents, I help companies close efficiently on workable terms while staying organized for the next round.
- Term sheet review and negotiation support
- SAFEs and convertible notes
- Priced rounds and investor rights documentation
- Closing management and post-closing corporate cleanup
U.S. Startup Lawyer for M&A and Exit Transactions
An acquisition can be more complicated when the Delaware parent is only one part of a broader international operating structure. I represent founders and buyers in startup M&A transactions involving diligence, letters of intent, definitive agreements, and closing coordination, with attention to the practical issues that often arise when contracts, personnel, assets, or subsidiaries sit outside the United States. Founders can also benefit from thinking about startup acquisition preparation before a transaction becomes active.
- LOIs and deal structure evaluation
- Diligence planning and response support
- Purchase agreement drafting and negotiation
- Closing coordination and post-close follow-through
U.S. Startup Lawyer for Cross-Border Corporate and Commercial Work
International founders often need a U.S. lawyer not just for one financing, but for the recurring corporate and commercial work that helps a Delaware company stay organized and transact efficiently. I draft, review, and negotiate the agreements that support scaling, including customer contracts, contractor and employment documents, option plan materials, board and stockholder approvals, and other corporate records. You can also read more about startup commercial contracts and outside counsel support.
- Customer agreements, including MSAs, SOWs, and SaaS terms
- Employment and contractor agreements, including IP and confidentiality basics
- Option plans and other equity incentive documentation
- Board, stockholder, vendor, and operational corporate support
Working Remotely With a U.S. Startup Lawyer
Most of this work can be handled efficiently by phone, video, and email. For international founders, what usually matters is responsiveness, familiarity with Delaware venture practice, and the ability to move transactions forward across time zones. I regularly work with companies whose founders, employees, customers, and investors are not all in one place. That makes it possible to support a Delaware corporation effectively even when the operating business is based abroad.
Common Legal Issues for Non-U.S. Founders
Non-U.S. founders and international startups often encounter a similar set of legal pressure points: Delaware formation, founder equity and vesting, IP ownership across borders, alignment between U.S. corporate paperwork and non-U.S. operations, seed financing and venture capital readiness, and corporate cleanup before M&A or investor diligence begins. The right legal support should help the company stay investable, commercially ready, and better positioned for diligence without creating unnecessary drag.
- Forming a Delaware C-Corp before a U.S. accelerator, investor process, or priced financing
- Documenting founder equity, vesting, IP assignments, and governance across multiple jurisdictions
- Reviewing a SAFE, note, or venture financing term sheet from a U.S. investor
- Cleaning up cap table, approvals, and corporate records before diligence
- Preparing a Delaware parent and international operating structure for acquisition discussions
Why Work With Me
Founders usually do not need unnecessary complexity. They need clear judgment, practical documents, and a process that helps the company keep moving. My practice is centered on startup legal work, including formation, founder matters, financings, commercial contracts, and acquisitions. Over the course of my practice, I have handled transactions totaling more than $1 billion across many different countries. I aim to help clients make sound structural decisions, execute efficiently, and avoid the documentation gaps that often create friction later in fundraising, diligence, and exits.
What Working With a U.S. Startup Lawyer Looks Like
- Initial conversation to understand the company, structure, timeline, and immediate priorities.
- Scoping and planning so the company understands the workstream, assumptions, and likely next steps.
- Execution through drafting, review, negotiation, and transaction management as needed.
- Wrap-up with a cleaner document set and guidance on what to address next.
FAQs
Do non-U.S. founders need a U.S. startup lawyer for a Delaware C-Corp?
Often, yes, if the company has formed or plans to form a Delaware corporation, raise from U.S. investors, or use a U.S. parent company in its financing and exit strategy. In that situation, the relevant legal work is usually tied to U.S. corporate and venture practice rather than the founder’s physical location.
Can you help if I’m a non-U.S. founder but my startup has a Delaware C-Corp?
Yes. I regularly help founders who live and operate outside the U.S. but use a Delaware corporation for fundraising, governance, and transaction planning.
Can a U.S. startup lawyer help with SAFEs, seed rounds, and venture financings for international startups?
Yes. I help founders review and negotiate SAFEs, notes, venture capital term sheets, priced-round documents, and related closing materials, with an emphasis on practical execution and keeping the company organized for the next financing.
Does it matter where in the United States my lawyer is located?
Usually less than founders expect. For this type of work, the more important question is whether the lawyer regularly handles Delaware C-Corp formation, startup financing, governance, commercial contracts, and acquisitions for venture-backed or venture-oriented companies.
Can you help prepare our company for U.S. investor or buyer diligence?
Yes. Common diligence preparation work includes cleaning up formation documents, founder equity, cap table records, board and stockholder approvals, IP assignments, financing documents, and other corporate records that investors and acquirers commonly review.
Can we work together remotely if I’m based outside the U.S.?
Yes. Many of these matters can be handled efficiently by phone, video, and email, which is often the most practical approach for international founders and distributed teams.
Related Resources
If you are looking for more detailed guidance from a U.S. startup lawyer on Delaware formation, founder equity, startup financing, venture capital, commercial contracts, and acquisitions, these articles provide a useful starting point.
- Startup Incorporation: The Complete Guide
- Startup Equity 101: Splits and Vesting
- Seed Funding: Complete SAFEs vs. Notes Guide
- Venture Capital Term Sheet Survival Guide
- The Startup Commercial Contracts Guide
- The Startup Acquisition Process Guide
- Working With a Startup Lawyer
Talk to a U.S. Startup Lawyer for Non-U.S. Founders
If you are a non-U.S. founder using a Delaware corporation or Delaware C-Corp for formation, seed financing, venture capital, day-to-day corporate work, or a potential acquisition, I’d be glad to discuss the matter. Contact Ryan Roberts to talk through the company’s structure, timing, and next steps with a U.S. startup lawyer experienced in Delaware startup work.
To learn more about my background and experience advising startups, visit my Author page. For a more detailed overview of my practice and background, visit my law firm attorney profile.
