Education
- JD, Suffolk University Law School
- BS, Oklahoma State University
Admissions
- State Bar of Texas
- State Bar of Massachusetts
Andrew Kussmaul
Partner
Andrew Kussmaul is a founding partner of Peters Kussmaul Crosier PLLC, where he leads the firm's Startup & Venture Capital practice group. His practice focuses on representing founders and emerging companies through the full arc of the company lifecycle, from formation and founder equity arrangements through investor fundraising and beyond.
Andrew regularly advises clients on capital raising and securities matters, including convertible note and SAFE financings, priced equity rounds, and private placements, along with the cap table, governance, and equity compensation questions that accompany outside investment. His corporate practice extends to established businesses as well, where he provides ongoing counsel on entity structuring, governance, and strategic transactions.
Andrew has represented clients across a diverse range of industries, including technology, healthcare, consumer goods, and real estate, tailoring his counsel to each company's stage and objectives.
The son of an entrepreneur, Andrew brings a firsthand understanding of the risks and demands of company building to his work with founders. Outside the office, he enjoys spending time with his family and is an avid student of history.
Representative Experience
- Company-side counsel to an artificial intelligence software company across successive financings, including seed convertible note and bridge note rounds, Form D and state blue sky notice filings, remediation of defects in previously issued convertible instruments through investor-consented amendments, and negotiated resolution of an investor dispute.
- Represented an emerging growth company in its priced Series Seed preferred financing, including conversion to a Delaware corporation and multi-state qualification undertaken in connection with the round.
- Represented early-stage issuers in SAFE and convertible note financings, including negotiation of side letters, pro rata and most-favored-nation provisions, and valuation cap and discount mechanics.
- Represented a technology issuer in a SAFE financing with offshore investor participation, including Regulation S compliance and preparation of investor attestations.
- Represented a healthcare services company in a convertible note offering, including preparation of the term sheet and private placement memorandum and diligence on multi-state licensure requirements affecting the business model.
- Company-side counsel to a multi-brand consumer products holding company and its operating subsidiaries, including entity restructuring, SAFE financing, advisor equity program, proprietary information and inventions agreements, and board and stockholder governance.
- Outside general counsel to an AI-enabled software company from incorporation forward, including Delaware formation, founder equity and vesting arrangements, commercial and vendor contracting, contractor and IP assignment agreements, and multi-state qualification.
- Advised founders on entity selection, Delaware incorporations, conversions, and redomestications, founder stock arrangements, and capitalization table structuring at formation.
- Advised founders, executives, and advisors on equity compensation, including profits interests, incentive unit grants and Section 83(b) elections, equity incentive plan design, and negotiation of venture-stage employment and equity terms.
- Advised a venture-backed consumer technology company on secondary liquidity and investor repurchase structuring, including qualified small business stock analysis under Section 1202.
- Company-side counsel to a venture-backed technology company in a stock-for-stock platform acquisition, including capitalization table analysis, issuance of incentive equity at closing, and closing governance and stockholder consents.
- Represented a buyer in the stock acquisition of a manufacturing business, including diligence coordination and closing governance documentation.
- Represented an acquirer in the formation of a special purpose vehicle and related structuring for a strategic acquisition.
- Represented the U.S. affiliate of an equipment manufacturer in the negotiation of an exclusive patent license agreement and related inventor assignment agreements.
- Advised a venture-stage company through wind-up and dissolution, including creditor negotiations and structured payment arrangements.
- Outside general counsel to privately held and venture-backed companies across the software, medical device, clean energy, information technology, and professional services sectors, including commercial contracting, employment documentation, and corporate governance.
Representative matters are listed for general information. Every matter is different, and past results do not guarantee a similar outcome.
Associations and Involvement
- State Bar of Texas
- State Bar of Massachusetts
- Texas Young Lawyers Association
Articles by Andrew
Convertible Notes 101: A Founder's Guide to Startup Funding
This article demystifies convertible notes for early-stage founders, explaining how the instrument converts short-term debt into equity and unpacking key terms such as valuation caps, discounts, interest, and maturity.
SAFE 101: A Founder’s Guide to Simple Agreements for Future Equity
Learn how SAFEs can streamline your early-stage fundraising strategy. This quick guide provides startup founders with an overview of Simple Agreements for Future Equity (SAFEs), highlighting key terms, conversion mechanics, and their pros and cons.
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