The Founder and GP's Counsel: Molly Tranbaugh

@dominiquedefoe_

at the end of the day, people are hurtful bc they want to be and hopefully people grow and change but in my opinion, ‘cancel culture’ is a... See more

Decided to go all in on my birthday month by spending the last two weekends in LA and NYC . I was in such a rut and embarrassingly stayed in all of last weekend. Finding a sense of community has been really hard - like why are there literally so many curated events for the girls in major cities and not everyone? I just want a nice mix of friends that live in the same city as me. On top of this, I’ve been overestimating my actual bandwidth and planning things assuming I’m always operating at a 100%.

Thankfully, with a change in scenery these past three days, I’ve already felt like I’ve recalibrated and have a better sense of the version of myself I want to show up as in Q4.

Netflix says its biggest competitor is sleep and humanity’s is unkind intellectuals. I felt at home these past few days cause of the how welcoming and kind all my Cali friends (none of which I have met IRL) were.

With that, I’m so excited to announce that I will be attending the US Open ($514M in projected revenue) next week, invited and sponsored by me myself and I! Okay, my true incentive for wanting to grow as a creator is for the potential to get invited to a sports event like the US Open (free products, brand trips, collabs honestly are all above me).

I will be watching from the stands to see how:

🎾 452,999 Honey Dew cocktails bring in $10M while I purchase one for $22

🎾 bettors potentially win $185 on a $100 wager if Carlos Alcaraz wins on the men’s side and $240 on a $100 wages if Aryna Sabalenka wins on the women’s side

🎾 $75M of prize money (the highest in history) divided up across the 894 matches to be played

🎾Paige Lorenze, Morgan Riddle, and Ayan Broomfield make $200K-$500K for EACH brand they rep as they sit in the player’s box


In the famous words of Ayan Broomfield (former national champion tennis player at UCLA and girlfriend of Frances Tiafoe) - “I call the U.S. Open my Met Gala because every single day there are events. This is, for the American girls, this is our time.”

As always, here are some ways you can make my day:

🤝 intros to your besties in DC
😇 intros to your fave female investors and founders challenging the status quo

Hiring a lawyer and taking the proper legal measures for company or fund formation are often after thoughts for founders and GPs. So, we’re getting all of our legal questions answered today by Molly!

Molly is a partner at All Places, a mission-driven law firm working to close the gender equity gap in capital markets. All Places works with funds and startups led by female, non-binary, and mission-aligned male founders with a particular focus on protecting their ownership as their businesses grow, helping clients to understand the short-term and long-term implications of the decisions they make today. Before joining All Places, Molly practiced at a major New York law firm and worked in politics and government, serving in roles in the Obama White House and Senate office and with former New York Mayor Michael Bloomberg. Molly received her B.A. from Georgetown University and her J.D. from Fordham Law School.

What are the most common legal pitfalls you see female founders encounter during Seed, Series A, Series B funding rounds? What is your biggest piece of advice for founders to avoid these pitfalls?

Cash flow and runway will always be top of mind, if not the highest priorities, for anyone starting and running a company. Although the business may urgently need funding, we encourage our clients to keep the bigger picture and long-term implications of these investments in mind when bringing in new investors. Some of the key questions we often raise include how will this infusion of capital impact your ownership in this round? What about in the next two rounds? When modeling different valuation scenarios for the company, be sure to understand how this will impact your ownership and how your ownership may change over time. Similarly, if you are offering a board seat to your lead investor, are you sure that this will be a good fit? Have you done your due diligence on the potential director’s experience and what he or she will bring to your board? A founder’s relationship with her board can be critical to her ability to make decisions and maintain the authority and control she needs to run the business. This process will also lead to the best fit for the director, who is equally invested in making sure this is the right relationship for them.

What do you wish more people understood about fund formation? Can you explain what an LPA is and the importance of it?

Just as a founder can give away important rights when accepting capital from early investors, fund managers should understand the rights and obligations they are committing to when forming their fund. Fund formation documents are the most important part of this process, particularly the limited partnership agreement, or LPA. The LPA is the agreement that governs the operation of the fund. Many first-time GPs will use template agreements to form their funds due to budget constraints or because they want to accept their first check right away. We understand this urgency and how expensive it can be to launch a fund, particularly while many GPs are bootstrapping until they can start earning management fees. At the same time, the terms that GPs agree to now can impact their fund for the next ten plus years. We strongly encourage GPs to understand these terms, including what’s market, and to make sure they are comfortable with what they are obligating themselves to do.

Can you share how your legal support has made a difference for asset manager you’ve worked with?

Some of the most important work we do for our fund clients is to perform due diligence on the companies they plan to add to their portfolios. GPs can sometimes rely on diligence performed by other funds, based on the reasonable assumption that large, established funds and their legal teams will have uncovered any pitfalls or major risks to the company’s business. We’ve found that this is not always the case, however, and have identified key concerns with potential portcos through our own diligence process that were overlooked by other investors and their counsel. We were able to negotiate terms in the financing documents to address these concerns, protecting our clients’ interests and avoiding potentially problematic issues in the future.

Can you share how your legal support has made a difference for female founders you’ve worked with?

As many entrepreneurs know, the relationship between co-founders can be one of the most impactful aspects of running a business. But oftentimes co-founders will jump into starting their company without taking the time to talk through their ownership rights, what will happen if one of them leaves the company, if they anticipate bringing on another co-founder or high-level employee, and other eventualities that can come up during the life of the business. We counsel co-founders through these early discussions, presenting them with their options for addressing these issues and making these decisions at the outset to prevent messy disputes or drawn-out negotiations down the line.

What strategies do you employ to help founders protect their intellectual property effectively?

Intellectual property can often be overlooked by early-stage founders as they are working non-stop to get their businesses off the ground, but a few key steps can make a huge impact on the success of the company. In addition to applying to register your IP, we recommend ensuring that all employees and independent contractors have signed proprietary rights and invention assignment agreements. This is particularly important with founders—make sure they have assigned their IP to the company to avoid a potential dispute if a co-founder leaves and claims ownership over valuable intellectual property. Also make sure that all third parties have signed NDAs and be careful about who can access confidential information internally—only allow access to members of your team who need the information to do their jobs. In addition to protecting your company’s assets, these steps will be important when raising capital from a VC or larger investor, who will be assessing any risks to the business and therefore their investment.

What’s the one piece of legal advice you often give to women starting companies and venture capital firms?

When fundraising, even though you want to get money in the door, don’t be afraid to push back and negotiate with investors or LPs on the terms that really matter to you.

What inspired you to focus on helping women in asset management and entrepreneurial roles?

We are all too familiar with the sobering statistics around access to capital for female fund managers and entrepreneurs as compared to their male counterparts. But these numbers are changing—for example, 3% of capital raised by venture funds in 2023 went to women-led funds, up from 1.9% in 2022. These figures are still painfully low, but that’s a 58% increase in just one year. The opportunity to support women-led companies and funds by providing them with trusted and strategic legal advice, and ultimately to help improve these statistics as a result, has been incredibly rewarding.

Is there anything else you would like to share about All Places or yourself?

We are a mission-driven firm focused on gender equity in capital markets. Most of our clients come to us after they’ve raised some capital and are looking for a legal partner that understands their vision and can grow with them through the next stages of their business. Feel free to start a conversation with us by scheduling an introductory call with a member of our team.

We are also big into community building. We often host events for startups and funds, which are designed not only to be unique and fun but to provide opportunities to make meaningful connections. The best way to get access to our events is to sign up for our newsletter and follow us on LinkedIn for updates.

How much will we make from a $50K Investment in 'It Ends With Us'?

@bee.better.company

A deep dive into the downfall of Blake Lively, and how her detachment from reality has contributed to her being exposed as an out of touch... See more

Blake Lively decimated her brand value and I don’t know if she can recover after promoting her new hair care line AND her alcohol line - Betty Buzz when the film is about domestic violence. Like how tone deaf do you have to be to do that??? And Coleen Hoover is following suit - honestly always thought she was an overrated author.

But this isn’t impacting box office sales. Since August 9, the $25M production directed and co-produced by Justin Baldoni brought in $204.4M (clearing $100M in just 11 days).

I’d never invest in any of Blake Lively’s companies but what would it look like if we became angel investors in It Ends With Us?

Initial Investment Details

• Angel Investment: $50,000

• Timing: Early development stage, before full financing secured

• Total Initial Budget: $25M (production budget)

Equity Calculation

In film financing, angel investors often receive a premium for early-stage risk. Let's assume a 2x multiple on the investment's share of the budget:

Equity Stake = ($50,000 / $25,000,000) * 2 = 0.4%

Current Performance (2 weeks post-release)

• Total Box Office: $204.4M

• Estimated Studio Revenue: $97.77M

• Current Profit: $47.77M

Projected Final Performance

• Estimated Final Box Office: $272.53M

• Projected Final Studio Revenue: $130.36M

• Projected Final Profit: $80.36M

Return Calculation

1. Current Return (2 weeks post-release):

   • Profit Share: 0.4% of $47.77M = $191,080

   • Return Multiple: $191,080 / $50,000 = 3.82x

   • ROI: 282%

2. Projected Final Return:

   • Profit Share: 0.4% of $80.36M = $321,440

   • Return Multiple: $321,440 / $50,000 = 6.43x

   • ROI: 543%

Scenario Analysis

1. Best Case: Film becomes a runaway hit, grossing $350M worldwide

   • Estimated Profit: $120M

   • Your Return: 0.4% of $120M = $480,000

   • Return Multiple: 9.6x

2. Worst Case: Film underperforms, barely breaking even

   • Estimated Profit: $5M

   • Your Return: 0.4% of $5M = $20,000

   • Return Multiple: 0.4x (60% loss)

Timeline and Liquidity

• Investment to Release: Typically, 2-3 years

• First Returns: Usually within 6 months post-release

• Full Return Realization: 1-2 years post-release

This is a major hypothetical model that includes so many assumptions and definitely not the accurate return profile for even a high-profile film/entertainment investor. I’m experimenting with teaching myself VC concepts by using entertainment/sports/culture to make these concepts mainstream and accessible for everyone, so stay tuned!

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