William Carleton

T: 206-467-1816
F: 206-624-5128

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William Carleton

Bill represents clients in VR, robotics, nanotechnology, fintech, gaming, ecommerce, media, and custom software development, as well as angel investors and individual founders and venture executives in transition (inbound and outbound). Bill is unusual as a transactional lawyer insofar as he works closely with the firm's litigators to anticipate, avoid or bring lawsuits for clients.

Recent transactions:
  • Representation of a lending marketplace startup in its Series A Preferred Stock venture financing.
  • Representation of a serial entrepreneur in connection with the organization and seed financing of his electrically conductive materials startup;
  • Representation of a successful, privately-held fintech venture in its sale to a public financial services company;
  • Representation of a leading developer of Microsoft-based applications in the course of negotiating master services and license agreements with dozens of Fortune 500 companies;
  • Counsel to a founder in the formation and organization of a robotics startup;
  • Counsel to multiple co-founders separating from emerging companies;
  • Representation of a game company in series of non- or mildly-dilutive financing transactions (e.g., development seeding from Fortune 500 companies; project-specific SPV; note and warrant financing);
  • Representation of the owner in the sale of his commercial aircraft customization company to a private equity firm;
  • Representation of online angel investing platforms and offline issuers dealing with Rule 506(c) general solicitation and accredited investor verification issues;
  • Representation of a digital agency in its spinout and sale of a legacy ecommerce platform to the Canadian affiliate of a European company;
  • Representation of executives departing from or onboarding Microsoft, Amazon and Google;
  • Representation of founders in connection with analyzing noncompetition covenants;and
  • Representation of lead investors in I-502 marijuana startups.
Bill is nationally recognized for his work on policy impacting angel investing. He serves as Chair of the Angel Capital Association's Public Policy Advisory Council, and writes and presents frequently on general solicitation and accredited investor verification under Rule 506(c). On this topic, he has written articles for the Wall Street Journal, TechCrunch, GeekWire and VC Experts, and been quoted by the Wall Street Journal, Reuters,, Forbes,, Compliance Week and


  • Cornell Law School, magna cum laude
  • Cornell University (M.F.A.), with distinction
  • Layfayette College


  • Giff Constable's list of "Great Web Startup Lawyers"
  • ABA Journal Blawg Directory
  • Justia Securities Law Blogs