Thomas Earnest

Thomas Earnest

Entrepreneurial-minded transactional attorney with practice focusing on emerging companies and start-ups

San Francisco
California
Licensed in
CA, NY
New York University School of Law

"Thomas helps us with day-to-day corporate legal needs."

5.0 5
Clear Communication
Response Time
Knowledgeable
Meets Deadlines
out of 6 reviews
About
Thomas is a partner at Matterhorn Legal, where his practice focuses on corporate and transactional matters. Thomas regularly advises clients on a number of corporate matters, from company and entity formation to venture and private equity financing (both as investor and company counsel) to merger and acquisitions. He also serves an “outside” general counsel to a number of clients advising them on day-to-day general corporate matters.

Thomas graduated from the Georgia Institute of Technology with highest honors, with a degree in international affairs. He earned his law degree from the New York University School of Law, graduating cum laude.
11
Years
experience
Top 200 Firm Badge
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Representative Clients

Practice Areas

Main Areas of Focus
Business Formation & Structure
Business Formation & Structure
  • Advisory Agreement
  • Business Formation Consults
  • Business Licenses & Industry Regulations
  • Buyout Agreement
  • Bylaws
  • Corporate Dissolution
  • Corporate Formation
  • Corporate Restructure
  • Delaware Incorporation
  • Founders Agreement
  • Joint Venture Formation
  • LLC
  • Operating Agreement
  • Partnership Formation
  • Shareholder Agreement
  • Other Business Formation Matter
Outside General Counsel
Outside General Counsel
  • Outside General Counsel
Securities & Finance
Securities & Finance
  • Convertible Debt
  • Convertible Note
  • Equity Financing
  • Fund Formation
  • SAFE Document
  • SEC Documents
  • Securities Regulations
  • Seed Financing
  • Series Financing
  • Stock Purchase Agreement
  • Subscription Agreement
  • Term Sheet
  • Venture Debt
  • Other Securities & Finance Matter
Other Practice Areas
Commercial Contracts
Commercial Contracts
  • Affiliate Agreement
  • Business Consulting Agreement
  • Loan Agreement
  • Marketing Agreement
  • Non-Disclosure Agreement (Commercial)
  • Privacy Policy
  • Profit Share Agreement
  • Release of Liability
  • Terms of Service
  • Other Commercial Contract Matter
Labor & Employment
Labor & Employment
  • Benefits & Compensation
  • Contractor Agreement
  • Contractor Termination
  • Employee Handbook
  • Employee Stock Option Plan
  • Employee Termination
  • Employee Termination Consults
  • Employment Agreement
  • Equity Compensation
  • Intellectual Property Assignment Agreement
  • Non-Compete Agreement
  • Non-Disclosure Agreement (Employment)
  • Severance Agreement
Mergers & Acquisitions
Mergers & Acquisitions
  • Asset Purchase
  • Asset Purchase Agreement
  • Merger
  • Reverse Merger
  • Spin-offs
  • Stock Purchase
  • Other Mergers & Acquisitions Matter
Other Legal Services
Other Legal Services
  • General Advice

Client Reviews

5.0
Clear Communication
Response Time
Knowledgeable
Meets Deadlines
out of 6 reviews
Clear Communication
Response Time
Knowledgeable
Meets Deadlines

"When I was ready to leave my company, Thomas helped draft and negotiate my departure from the company."

Negotiated exit from company.
Posted on Dec 3, 2020
Clear Communication
Response Time
Knowledgeable
Meets Deadlines

"Thomas has been Squeeze's outside GC for over three years. He is a trusted advisor and key member of our team."

Outside General Counsel and financing
Posted on Dec 3, 2020
Clear Communication
Response Time
Knowledgeable
Meets Deadlines

"Thomas assisted with commercial contract review for my start-up"

Commercial contract review
Posted on Dec 3, 2020
Clear Communication
Response Time
Knowledgeable
Meets Deadlines

"Thomas helps us with day-to-day corporate legal needs."

Draft commercial agreements, corporate governance
Posted on Dec 3, 2020
Clear Communication
Response Time
Knowledgeable
Meets Deadlines

"Thomas helped me form my real estate holdings company."

Entity formation
Posted on Dec 3, 2020
Clear Communication
Response Time
Knowledgeable
Meets Deadlines

"Thomas was Galley's lawyer for our entire 5 years in operation. Worked with us from formation to our successful M&A exit."

Outside general counsel work, financing, M&A
Posted on Dec 3, 2020

Work History

Wilson Sonsini

Associate

Aug 2014 - Mar 2017

Thomas was an attorney with Wilson, Sonsini, Goodrich & Rosati, where he represented companies at various stages in their life-cycle on numerous complex transactional matters, including acquisitions, mergers, divestitures, spin-outs, venture-backed financings and the general corporate support related thereto.

Aug 2014 - Mar 2017

New York University School of Law

Research Fellow

Aug 2013 - Aug 2014

Thomas completed a one-year research fellowship the New York University School of Law where he worked on national security and privacy issues and co-founded JustSecurity.org.

Aug 2013 - Aug 2014

Cravath, Swaine and Moore

Associate

Jul 2012 - Jul 2013

Thomas was a corporate attorney at the law firm of Cravath, Swaine & Moore LLP in New York City, where he represented private and public companies on various general corporate and transactional matters.

Jul 2012 - Jul 2013

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