Practice 01 · STRUCTURE : Legal Engineering

Legal structure, designed like a system.

Entities, agreements, and governance usually get drafted one document at a time. We design them as one architecture, so the structure still holds at your next raise, your next jurisdiction, and your first serious diligence.

The difference

Lawyers draft documents. We design the system the documents describe.

Traditional legal work is reactive and document-shaped. A new investor arrives, so someone drafts a side letter. A new market opens, so someone forms an entity. Each piece is correct. Over time, the whole stops making sense. Legal engineering starts from the other end. We map how ownership, control, money, and IP should flow across the business, then design the entities and agreements that make it so. Where it helps, the rules get encoded into software, so governance is enforced, not just written down.

Document by document
Designed as a system
Entities added as needs arise
Entity map designed for where you're going
Agreements negotiated in isolation
Agreements that reference and reinforce each other
Governance lives in a PDF
Decision rights defined, documented, and where useful, enforced in code
When people call

The structure usually breaks at a moment like this.

01

Your first institutional raise.

Investors will ask who owns the IP, who controls the entities, and what happens if a founder leaves. You want clean answers before diligence starts.

02

A second jurisdiction.

Expanding, adding an SPV, or onboarding foreign investors, and the original structure wasn't built for it.

03

IP scattered across people and entities.

Contractors, early collaborators, or a prior company still hold pieces of what you're building on.

04

Software that acts for the company.

AI agents or smart contracts make commitments, and nobody has defined what they are authorized to do.

Deliverables

Three layers of structure. Each one documented.

01 /

Entity & SPV architecture

What it is

A map of every entity, who owns it, who controls it, and why it exists. Holding companies, SPVs, and cross-border vehicles designed around where the business is going.

What it prevents

Structures that investors have to untangle before they'll commit.

02 /

Agreements & IP chain of title

What it is

Founder, contractor, and commercial agreements that assign IP to the right entity, and reference each other so nothing falls between them.

What it prevents

The diligence finding that a key piece of IP belongs to someone else.

03 /

Governance & regulatory map

What it is

Who can decide what, at which entity, with whose approval. Mapped against the regulatory regimes that apply in each jurisdiction.

What it prevents

Authority disputes, and regulatory exposure nobody noticed until it was expensive.

Delivery

Clarity at every gate.

Nothing moves to the next phase until you've approved the last one in writing.

01

Map

We document what exists today: entities, ownership, agreements, IP, and decision rights. You get a current-state map and a list of the gaps that matter most.

Approval gateYou approve the map.
02

Design

We design the target structure and the path to get there, with tradeoffs on cost, tax, control, and timing laid out plainly.

Approval gateYou approve the design, after counsel review in each relevant jurisdiction.
03

Implement

Entities formed, agreements executed, governance documented, and everything handed over in a form your investors and auditors can follow.

Approval gateYou sign off on the final record.

Guardrails, built in.

Licensed counsel reviews every design in each jurisdiction it touches. Ownership, substance, and decision authority are documented, not assumed.

Work

Legal engineering, in the literal sense.

Built experience

AgentCorp

A formation protocol that gives each AI agent its own Delaware Series LLC. Authority, liability, and governance defined for software that acts on its own.

Built experience

Agent compliance middleware

Open-source middleware that encodes Delaware corporate law into the decision path of AI agents. Every action checked against the rules, every decision written to a hash-chained evidence log.

Book a call

30 minutes to establish whether there's a fit. No pitch.

If you're stuck where strategy, AI, and regulation collide, the call is free and short. If we're not the right partner, we'll tell you and point you somewhere better.

Backlit mechanical keyboard on a desk, representing the tools of legal engineering work