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Jonathan D. Gworek


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Jon’s practice focuses on the representation of entrepreneurs, technology start-ups and emerging companies from formation through liquidity event. In this role Jon routinely advises clients through angel and venture capital financings, a range of commercial transactions including joint ventures, and mergers and acquisitions. He also represents venture capital firms, angel groups and high-net-worth individuals in fund formation and investments in start-ups and emerging companies. Jon has a particular interest in bridging the interests of investors and founders in the venture funding process.

Over the course of his 20-plus years of experience as a corporate lawyer, Jon has represented a wide array of entrepreneurs, investors and public and private companies in complex business transactions as well as ongoing needs as they arise in the areas of corporate, securities, tax, employment, compensation, intellectual property and licensing law.

Jon is a graduate of Brown University (Sc.B., applied mathematics/biology) and a cum laude graduate of the University of Connecticut School of Law. While at law school, he was a member of the Connecticut Law Review.

Jon recently assumed a national leadership role as chair of the Private Equity and Venture Capital Committee of the Business Section of the American Bar Association. Jon is also the immediate past chair of the MIT Enterprise Forum of Cambridge and currently serves as a member of its Executive Committee. He is also a mentor in the MIT Venture Mentoring service. Jon served for several years as a judge in the annual MIT $100K Entrepreneurship Competition.

Jon is a member of the state bars of Massachusetts and California. Before practicing law, Jon worked in advertising at Young & Rubicam.

Articles by Jonathan D. Gworek:

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”

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


Jonathan Gworek

Office Locations:

Practice Areas:

Licensing & Strategic Alliances

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

(more articles)

Brown University
University of Connecticut   School of Law

Active Affiliations:
ABA Private Equity and   Venture Capital
MIT Enterprise Forum of
  Cambridge, Chair
MIT $100K Competition
MIT Venture Mentoring

Bar Admissions: