Sam Yazdanseta

About

My practice sits at the intersection of deals and day-to-day legal ops. I regularly handle asset and equity transactions, carve-outs, SaaS and technology agreements, IP structuring, data/privacy matters, and ongoing strategic support for founders and operators. I’ve worked across sectors including SaaS, AI, health-tech, creative/entertainment, and other IP-driven businesses. In fractional GC roles, I operate as embedded counsel, building contract playbooks, risk matrices, compliance frameworks, and practical internal systems that allow companies to scale responsibly. I’m commercially oriented, comfortable interfacing directly with founders and executives, and focused on balancing risk mitigation with forward momentum. I look to leverage my legal background with my ~10 years of actual business operations experience across multiple roles to provide practical and efficient support to my clients.

Practice Areas

Featured Clients

iFax™Minds On Design Lab Inc (MOD-Lab)Daedalus Cybernetics Inc

Services

• Acquisition & Post-Close Legal & Strategic Support

  Diligence issue matrix with risk categorization and negotiation strategy Marked and negotiated APA/SPA and ancillary agreements Post-close 90-day legal stabilization plan (contracts, IP, compliance priorities)
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• Tech & IP Transaction Structuring

  Drafting and negotiation of MSAs, SaaS agreements, and subscription terms Licensing agreements (inbound, outbound, exclusive, and white-label structures) IP ownership and assignment structuring (including carve-outs and post-M&A alignment) Best for companies formalizing revenue models, scaling enterprise sales, or preparing for diligence.
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"I'm a first time entrepreneur that was able to acquire a SaaS solution that I led for nearly a decade. I needed a full time counsel to lead and guide me in all legal matters associated with a SaaS acquisition that needed to be done in just around a month. Sam was there for me at every turn through a difficult negotiation. As a first time entrepreneur, I had endless questions that he was always willing to clearly and patiently explain. Sam did a great job of being my champion by clearly understanding my goals and non-negotiables. Sam was able to strategically maneuver to get the required deal parameters secured, while dealing with a seller who was strategically misdirecting to attempt to gain leverage. Sam also displayed a resilience and determination to get our deal done within a difficult time frame. We were regluarly working through deal details throughout the night. I'll continue to leverage Sam as my cheif counsel."

Work

• 
  Managing Attorney

  ATB LEGAL LLC

  Jun 2022 - Present
• 
  Director - Compliance & Growth

  DirectShifts

  Jan 2022 - Nov 2022
• 
  Director

  VentureOut

  Nov 2019 - Nov 2021

Education

• Colgate University
  BA • 2006
• Golden Gate University School of Law
  JD • 2013