Founder of L2 Counsel

Helping businesses and ventures with compelling technologies reach their growth objective with sound legal strategies and solutions.


Louis Lehot is the founder of L2 Counsel, P.C., an elite boutique law firm in Palo Alto, California, established to serve a gap in the market for innovators, disruptors, entrepreneurs, and their investors with strategic solutions that make sense. Whether your company is two people just getting off the ground, or a large publicly-traded company, Louis Lehot’s team has the experience and expertise to serve your interests. L2 Counsel specializes in representing high growth, innovative companies, helping them at all stages of development. From assisting with formation to financing, from seed or venture capital investors to prepare for an exit, public financing on a major international joint venture, Louis takes pride in assisting companies as they grow. Helping business get big, go public, or get acquired, is his specialty. Louis has worked across sectors, from artificial intelligence, cybersecurity, fintech, enterprise software, real estate, life sciences, to clean energy technologies and projects. His broad experience uniquely positions him to provide tailored advice to drive outcomes for his clients. Louis is widely known for his expertise in cross-border transactions and has been a prominent business and legal leader in Silicon Valley. L2 Counsel is positioned to serve innovators across a wide range of sectors and Louis welcomes conversations to help ideas reach their growth objectives.



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Louis Lehot




September Round-Up on Legal Developments in Silicon Valley

As the summer ends and the pumpkin spice is flooding everything around, we are starting the last quarter of this unpredictable year that brought so many changes to our lives. Read more

Tales From The Trenches – Venture Capital Term Sheets 101 (Part2)

Seed-Stage Financing Instruments Following are attributes of the key financing instruments used in the various stages of venture capital: Convertible Note – A form of short-term debt that converts into equity, typically in conjunction with a future financing round. Convertible notes used to “bridge” a startup that has previously raised equity capital to the next equity round …

Tales From The Trenches – Venture Capital Term Sheets 101 (Part2) Read More »

Tales From The Trenches – Venture Capital Term Sheets 101 (Part1)

By Louis Lehot, the founder of L2 Counsel, P.C. and the video blog series #askasiliconvalleylawyer, and Kate Mamyko-Golomb, a law clerk with L2 Counsel Whether you are an entrepreneur looking for your next round of venture capital, or a venture capital investor swinging for the fences, the pandemic has changed how we play the startup …

Tales From The Trenches – Venture Capital Term Sheets 101 (Part1) Read More »


The pandemic has made 2020 a very challenging year for most businesses. Most braced themselves for a profound economic impact as shutdowns began. Q2 venture capital numbers have been one of the few economic bright spots.

According to PWC and CB Insights MoneyTree Report for Q2 2020, global deal counts in North America, Asia, and Europe totalled 3,812, a relatively modest decline of 9% year-over-year. The aggregate deal value was $50.2 billion, a drop of 13% year-over-year. Looking at Q1 to Q2 changes, Asia saw an increase of 20%, while Europe and North America grew 9% and 3% respectively.

Although it may seem US values were modest, with $27 billion in Q1 and $26.9 billion in Q2, deal activity actually reversed three prior consecutive quarters of decline, despite the pandemic.  Mega-rounds hit a new record – 69 companies raised rounds of $100 million or more in Q2 2020, showing a “flight to quality” in venture as firms sought to shore up late-stage companies with more capital to ride out the stormy weather.

New unicorn valuations declined for the fourth consecutive quarter. Q4 2018 had a record 23 unicorns. Q1 and Q2 2020 saw just 13 and 11, respectively. However, the total US unicorn population continues to grow with 209 US companies currently valued at one billion dollars or more, for an aggregate valuation of $630 billion.  This also reverses a trend of two consecutive quarters of decline.

There are four different stages where we see venture capital firms focusing, each with its own specific characteristics.

    • Seed Stage
      After you have raised money from friends, family and business angels, and you have developed a minimum viable product or “MVP,” and are at a point where you are able to demonstrate product-market fit and are probably collecting revenue, you can consider approaching seed-stage venture capital investors.
    • Early Stage
      Early stage funds now are focusing on “Series A” and “Series B” stage companies.  While historically Series A was seed stage, it is now a “tweener,” having demonstrated product-market fit by trailblazing disruption to a category, and showing four quarters of double digit revenue growth.  In today’s world, Series A and Series B funding rounds are scaling capital, with money being deployed to boost sales and marketing and further develop product.
    • Growth Stage
      Series C, D, E and further rounds are what we call “growth stage.”  While historically this capital was for scaling, it is now used for product development, M&A, going global and fueling hyper-growth.  A startup that has made it to this stage is quite successful and looks for additional funds to help develop new products, expand to new markets or even acquire other companies in order to grow its own business.
    • Pre-IPO Stage
      By this time, a startup is looking for money for the sole purpose of going public.

With all the changes to earlier rounds of raising venture capital, companies are staying private much longer. The terms in these pre-IPO or later growth rounds that were before quite exotic are going to become intricate and interesting.

Mega-VC funds or public pools of capital dipping into the private markets have been the driver of this change. Their involvement changed the whole venture model, because they are investing large amounts of money at later stages. Previously, companies had to get access to public markets to raise that kind of capital. It changed the calculus and perspective on the market. As a result, by the time companies are going public, they are worth tens of billions of dollars. These valuations were unheard of before now.

As you embark on your first fundraise or a full venture capital round, startup founders need to know who they are talking to when they go out to raise money.  You don’t want to waste your time or be “out of school” approaching late stage funds when you are pre-revenue. With many funds focusing on a vertical strategy, founders must also pursue funds in their space.

    • Convertible Note
      A form of short-term debt that converts into equity, typically in conjunction with a future financing round.
    • SAFE
      The ubiquitous form of financing for pre-seed and seed stage companies, this refers to the “Simple Agreement for Future Equity” created by the Y Combinator accelerator to simplify the process of fundraising for companies and conserve resources
    • Equity Round Term Sheets
      NVCA has recently issued a suite of new model legal documents to be used in venture capital financings, including a new model venture capital term sheet, with explanatory footnotes and links to background material.
    • Ratchets
      A term whereby an investor’s prior investment is adjusted (usually upward) upon the occurrence of a specified event.  A typical “ratchet” scenario occurs to enable an earlier investor to be issued additional shares upon a later investor purchasing shares at a lower price.  A ratchet is often the mechanism used to ensure anti-dilution protection, but can also be used to adjust value for other events.
    • Carve-outs
      This refers to a plan that is exempt from the liquidation preferences specified for the preferred stock holders in the charter, and “carves-out” an amount of proceeds from a sale transaction, usually to the management team, because the common stock is under water, or capital will not flow down to the management team that holds common stock in the “waterfall” of proceeds upon a sale



For new business inquiries, please contact:

L2 Counsel, P.C. 407, California Avenue, Suite #2 Palo Alto, California 94306
Attention: Louis Lehot
Direct voice: +1.650.796.7280
Email: louis.lehot@l2counsel.com

For media inquiries, please contact:

Direct voice: +1.925.284.5647
Email: lampert@elizabethlampertpr.com