Shayn Fernandez
Outside GC for founders and funds, formation through exit
About
I'm a venture and M&A lawyer for founders, funds, and closely held businesses. Companies bring me in as outside general counsel when the work turns structural rather than routine.
The practice sits in three places. First, venture financings: priced Seed, Series A, and Series B rounds, including the pro forma modeling and charter mechanics that decide ownership and control. Second, sell-side M&A, from LOI through purchase agreement and closing, where most of the value is won in the working capital, escrow, and indemnity terms rather than the headline price. Third, the commercial work a company accumulates between those events, including customer and vendor agreements, licensing, IP assignment, and equity compensation.
Before founding Junto Law in 2021, I practiced at Williams Mullen. I'm also a partner at a venture capital fund, so I see these deals from the investor's side of the table as well as counsel's. That helps when the question is whether a term is genuinely off-market or just unfamiliar.
Licensed in Tennessee and Virginia. Glad to take referrals in venture financing and M&A, and to co-counsel where local licensure matters.
Practice areas
- General Corporate > Corporate Formation
- General Corporate > Venture Capital (EC/VC)
- Investment Funds > Fund Formation
- M&A Law > Small Market M&A
- M&A Law > Mid-Market M&A
- General Corporate
- Commercial Contracts
Services
Found_
Formation and structure for new ventures and emerging fund managers. Entity selection, founder equity splits and vesting, 83(b) elections, and a cap table built to survive the next three rounds of dilution.
Fund_
I guide founders and funders through a raise, from first outside check to close. Priced Seed, Series A, and Series B rounds, plus the pro forma modeling, option pool sizing, and the charter and governance terms that determine who actually controls the company.
Scale_
The legal infrastructure a company accumulates between financings. Customer and vendor agreements, licensing, IP protection and assignment, commercial partnerships, and buy-side acquisitions for companies growing by acquisition.
Experience
Founder and Attorney
Junto Law
Sep 2021 – Present
Partner
Capacity Capital
Nov 2023 – Present
Attorney
Rockridge Venture Law® | Certified B Corp | Appalachian Innovation Corridor
Jul 2020 – Aug 2021
Doctor of Law (J.D.), Law
Wake Forest University School of Law
2017
Bachelor of Arts (B.A.), Political Science and Government
Lee University
2012
