This is not our first rodeo

StartupProgram.com was born from O&A, P.C., a long-time Los Angeles legal firm for entrepreneurs, and Blue Heron Ventures, the firm’s sister investing company. We’ve helped dozens of entrepreneurs invest in themselves.


When Dan Offner joined Oculus in 2013 as General Counsel, the founders had already formed the company, Oculus LLC, by using LegalZoom. The firm was then converted to Oculus VR, Inc., a California corporation.

Post-conversion, they sold a round of common stock to friends and family, and began to grapple with how to issue stock options and stock to new key hires as sales took off through Kickstarter. The founders then needed to convert the California corporation to a Delaware corporation for their Series A. At this point, the legal structure was a mess, as if it were a disassembled car engine with all the parts – some broken, some new, and some missing – spread out in a messy pile on the shop’s floor. When Dan came onboard, he built the company a new high-performance legal engine — and soon closed several rounds of financing and eventually Oculus’s $2.4 billion sale to Facebook.

After the sale, Dan founded a new law firm, O&A P.C., to focus on the needs of startup and early stage companies. As new clients came in, the firm saw that broken legal engines were rampant in the startup community. Offner wondered, “Why isn’t there a better way to do this, and what could that better way be?”

That better way — a collection of tools, educational materials, and professional services first built for O&A clients — is now available to you on StartupProgram.com.


In our experience as startup attorneys, we have learned that there’s a “to do” list of six critical tasks for forming a venture-backed company. StartupProgram.com was designed specifically to help you execute on those tasks:
  1. Figure out your cap table and form your Delaware corporation properly
  2. Set up founders’ stock purchase agreements, stock buyback options, and 83(b)s
  3. Get the IP into the company
  4. Put a stock option plan in place and know how to make grants properly
  5. Finance properly with common stock, convertible notes, and SAFEs
  6. Hire properly with contractors, advisors, and employees

how to reach us


(424) 299-8900

real world

11812 San Vicente Blvd.
Suite 380
Los Angeles, CA 90049

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