Jeremy Raphael is a Partner and co-founder of Optimal Counsel LLP, where he practices corporate, emerging companies and venture capital law. Based in New York City, he serves as outside corporate counsel to technology and consumer products startups and growing companies across the United States, from formation through exit. He advises founders, executives, and boards, and also represents family offices in venture capital investments and acquisitions.

His practice covers startup financings, including SAFEs, convertible notes, Series Seed, Series A, Series B, and later-stage growth equity rounds, as well as secondary stock transactions, mergers and acquisitions, commercial agreements, equity compensation, and Delaware corporate governance. He regularly advises on capitalization and founder equity structuring, including Qualified Small Business Stock (QSBS) planning and Roth IRA ownership of founder stock (sometimes referred to as “Peter Thiel-style” Roth IRA planning).

Before co-founding Optimal Counsel, Jeremy was a Partner at Egan Nelson LLP, representing technology and consumer products companies, investors, and family offices. Earlier, he was a Managing Associate in the Technology Companies Group at Orrick, Herrington & Sutcliffe LLP and an Associate at Andrews Kurth LLP (now Hunton Andrews Kurth LLP). At Orrick and Andrews Kurth, he also advised venture capital and private equity firms on technology investments.

Jeremy has guest lectured at the University of Michigan Law School Entrepreneurship Clinic, Cornell Tech Law, Technology and Entrepreneurship Program, and Seattle K-Startup Center, and has served on the Brooklyn Law School GOLD Director’s Council. He is admitted to practice in New York.

Jeremy has led deal teams on hundreds of venture capital financings and handles dozens of transactions each year, from formation and first SAFE or convertible note rounds through priced Series Seed, Series A, and later-stage growth equity financings, as well as mergers and acquisitions. His financings range from six-figure seed rounds to nine-figure growth rounds for companies backed by investors including Sequoia Capital, Kleiner Perkins, Bessemer Venture Partners, Y Combinator, Robinhood Ventures, Lerer Hippeau, F-Prime Capital, Airbus Ventures, Johnson & Johnson, Woven Capital, Draper, Kapor Capital, Base10, Shine Capital, Afore Capital, MCJ, Gobi Partners, and Good Ventures. Jeremy brings a pragmatic, commercially focused approach to financings and other corporate transactions, helping clients navigate complex legal and business considerations.

Recent representative company-side financings include:

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• Multiple financings for an industrial AI and computer vision company
• Multiple financings for a fintech infrastructure company
• Multiple financings for a digital health company
• Multiple equity financings for a global health supply chain company
• Multiple financings for a regenerative medicine company
• Multiple equity financings for a satellite communications hardware and software company
• Multiple financings for an agricultural biotechnology company
• Multiple financings for a climate resilience software company
• Multiple financings for an energy efficiency technology company
• Multiple financings for a biotechnology company
• Multiple equity financings for a sports and social gaming company
• Multiple equity financings for an education technology company
• Multiple financings for a database software company
• Series A financing for an orthopedic medical device company
• Seed-stage financing for a digital media company

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