Jonathan D. Gworek


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

Cambridge, MA

An experienced and versatile corporate attorney, Jon guides entrepreneurs, technology start-ups and emerging companies from formation through liquidity event.  While Jon serves as general outside counsel  to his clients and addresses their on-going legal needs, his practice is largely transaction- based as he advises clients through angel and venture capital financings, and a range of commercial transactions, including commercial licenses, joint ventures and mergers and acquisitions.  Jon also represents a number of angel and venture capital investors.  His strong interest in innovation - he is the holder of two patents himself- and passion for entrepreneurship show through in the energy and enthusiasm he brings to bear for the benefit of his clients.

A member of the firm’s Marketing Committee, Jon has taken a leadership position in the legal and venture communities.  He is a past chair of the MIT Enterprise Forum of Cambridge and was a longstanding member of its Executive Committee.  Jon is active in the American Bar Association, where he currently serves as chair of the Private Equity and Venture Capital Committee, a committee that has seen significant growth during his tenure.  Jon is also a member of the National Venture Capital Association Model Documents Standing Committee.  In this capacity, he is part of a select team of lawyers from across the country responsible for maintaining and updating this important practitioners’ resource which reflects changes in law and in practice.  Jon is also a prolific author of many articles related to start-ups, emerging companies and early stage finance.

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