Jonathan D. Gworek


Direct 781-697-2229
Fax 781-622-5933
Waltham, MA

Cambridge, MA

An experienced and versatile corporate attorney, Jon’s practice has a particular emphasis on bridging the interests of investors and founders in the venture funding process.

Jon guides entrepreneurs, technology start-ups, and emerging companies from formation through liquidity event, and represents venture capital firms, angel groups and high-net-worth individuals in fund formation and in investments in emerging companies.  Jon also counsels clients through angel and venture capital financings, and advises them through a range of commercial transactions, including joint ventures and mergers and acquisitions. Over the course of his career, Jon has routinely represented entrepreneurs, investors, and public and private companies in complex business transactions, and has acted as general outside counsel for many clients, addressing their on-going business concerns.

A member of the firm’s Marketing Committee, Jon is the immediate past chair of the MIT Enterprise Forum of Cambridge and currently serves as a member of its Executive Committee.  He is also active in the American Bar Association, where he serves as chair of the Private Equity and Venture Capital Committee.

The Evolution of the NVCA Documents: A Brief Description of the Changes to the Crowdsourced Gem of Venture Capital Practice

Shadow Preferred Stock: A Crack In The “SAFE” Seed Finance Documents?

The Threat of Social Media Diligence on the Confidentiality of the M&A Process: The Problem and Possible Solutions
Business Law Today

“Stealth Mode” Venture Capital Financings and the Pending Jobs Act Regulations

Toward a Standardized Transactional Forms and Documentation Process for VCs

Seed Convertible Note Discounts: Reconciling "Stock" and "Liquidation Preference" Premiums

National Venture Capital Association Modifies Documents in Response to In Re Trados Case

Venture Capital Transactions: Caps on Participating Preferred and the “Zone of Indifference”

Annual Survey of Judicial Developments Pertaining to Venture Capital, Annual Survey Working Group of the Venture Capital Transactional Issues and Documents Subcommittee, Private Equity and Venture Capital Committee, ABA Section of Business Law (contributing author)

Founders' Representations and Warranties in the Venture Capital Transaction

Double Trigger Acceleration: Neat in Theory, Messy in Practice

Proper Notice and Conduct of Board Meeting Necessary To Ensure Valid Corporate Action

Attorney-Client Privilege Waived as a Result of Special Committee Investigation Report to Full Board

The Making of a Winning Term Sheet: Understanding What Founders Want — Part II. Vesting Acceleration, Reallocation of Founder's Stock, Option Pool Dilution and Founder Liquidity

The Making of a Winning Term Sheet: Understanding What Founders Want — Part I. Special Common Liquidation Preference

Bridging the Option Pool Gap

Data Mining the Venture-Backed Company Charter

The Liquidation Preference of Non-participating Preferred: What's "The Deal" with NVCA Escrow Provision?

Protecting the Legal Interests of Founders in a Startup Emerging Technology Company

Motivating Employees in the Face of Substantial Liquidation Preferences — The Overhang Problem

The Low Down on Start-Ups

Jon is a devoted baseball fan, and enjoys skiing and other outdoor activities with his family.

  • University of Connecticut School of Law, J.D.
  • Brown University, B.S.
  • Massachusetts Bar
  • California Bar
Practice Areas