Partner at Foley & Lardner LLP

Founder of L2 Counsel

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


Louis Lehot is a partner and business lawyer with Foley & Lardner LLP, based in the firm’s Silicon Valley, San Francisco and Los Angeles offices, where he is a member of the Private Equity & Venture Capital, M&A and Transactions Practices and the Technology, Health Care, and Energy Industry Teams. Louis Lehot focuses his practice on advising entrepreneurs and their management teams, investors and financial advisors at all stages of growth, from garage to global. Louis especially enjoys being able to help his clients achieve hyper-growth, go public and to successfully obtain optimal liquidity events.

To assist his clients in realizing their objectives, Louis Lehot brings to bear a broad array of legal and business instruments, processes and strategies, from formation to liquidity. Prior to joining Foley, Louis was the founder of a Silicon Valley boutique law firm called L2 Counsel.

Foley Significantly Expands Capabilities In The Fast Growing Technology And Life Sciences Sectors.



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Louis Lehot




Quantum Computing Advantage: Today And Tomorrow

To date, the power of computing has enabled a remote economy, remote healthcare, remote collaboration, remote education, secure and contactless transactions, and intelligence that surpasses the human mind. New quantum computing power will usher in a brand new era — providing massive rewards to the companies and countries leading in the space, leaving laggards in …

Quantum Computing Advantage: Today And Tomorrow Read More »

Considering Selling Your Company? Be Clear on Your Fiduciary Duties

Looking out for everyone sometimes means going the extra mile. By Louis Lehot, the founder of L2 Counsel, P.C. and the video blog series #askasiliconvalleylawyer These days, most entrepreneurs bring their companies to market for sale for one of three main reasons: It was a goal from the start to launch a business and sell …

Considering Selling Your Company? Be Clear on Your Fiduciary Duties Read More »

Incentivizing With Stock Options: What Your Startup Needs To Know About ISOs, NSOs And Other Parts Of The Alphabet Soup

By Louis Lehot, the founder of L2 Counsel, P.C. and the video blog series #askasiliconvalleylawyer At formation stage, a startup should adopt an equity incentive plan to pay service providers with equity and position itself to be able to recruit and retain talent. The most ubiquitous form of equity compensation in the startup world is the stock …

Incentivizing With Stock Options: What Your Startup Needs To Know About ISOs, NSOs And Other Parts Of The Alphabet Soup 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

Privacy is really a spectrum depending on the stage of your business. As a startup founder or someone who is involved in the early stages of a company, your privacy focus is going to be different than if you were at a mid-stage or late stage company. You will have different budgetary and resource constraints, and your risk profile may vary.

Personally identifiable information (PII), which may also be called personal data or personal information, is a key concept when it comes to data privacy. PII refers to any information that can be used to identify a natural person or be reasonably associated with a natural person. This includes obvious identifiers such as names, emails, phone numbers, but can also include unique device identifiers, and information held in combination with other information where such combination can be used to identify a person. Most companies will encounter PII fairly early on, but the disclosures you will need to make will vary as your business grows.



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

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