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Areas of Practice

Jonathan Axelrad is a partner in the firm’s Business Law Department and a member of the Private Investment Funds Practice. He joined Goodwin Procter in 2007.

Work for Clients

Mr. Axelrad specializes in all aspects of the formation and operation of venture capital and other private equity funds, with a particular emphasis on issues involving partnerships, limited liability companies, tax, ERISA, the Investment Advisers Act and the Freedom of Information Act. He has extensive experience in the areas of international fund structures and “market” terms and conditions. He has also been engaged as an expert witness in matters concerning the structure and operation of venture capital funds. Mr. Axelrad’s practice has been devoted almost exclusively to fund services since 1996.

Professional Activities

Mr. Axelrad has been an active member of several American Bar Association and State Bar of California committees regarding tax, partnerships and limited liability companies. He has served as an Advisory Board member for The Journal of State Taxation and for Private Equity Partnership Terms and Conditions, an Asset Alternatives report. Mr. Axelrad has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business and The Legal 500 U.S., and was named a “top dealmaker” by AlwaysOn magazine.


Mr. Axelrad writes and lectures frequently on venture capital, tax, partnership and limited liability company issues. His publications include:

  • Co-author, “SEC’s New Rule: Implications for Fund Managers,” Securities Law360, September 2007

  • Author, “New California Law Protects Confidentiality of Certain Fund Information,” 1 Privacy & Data Security Law Journal 147, January 2006

  • Co-author, “Venture Fund Private Placement Memorandum,” a chapter in the third edition of Venture Capital & Public Offering Negotiation, Aspen Law & Business, 2003

  • Co-author, “Limited Liability Companies,” a chapter in the fourth edition of Marsh’s California Corporation Law, Aspen Law & Business, 1999

  • Co-author, “Tax Benefits Associated with Qualified Small Business Stock,” 2 Venture Capital Review 43, Spring 1998

  • Co-author, “Distribution Provisions in Venture Capital Fund Agreements,” 1 Venture Capital Review 41, November 1997

  • Author, “How Will Treasury’s Proposed Check-the-Box Regulations Affect Fund Agreements?” 36 Venture Capital Journal 8, August 1996

  • Contributing Author, Guide to Organizing and Operating a Limited Liability Company in California, Partnerships and Unincorporated Business Organizations Committee of the Business Law Section of the State Bar of California, 1995

  • Author, “Choice of Entity: Should You Use a C Corporation, S...more »


Practice areas


  1. ERISA: 40%
  2. IAA: 20%
  3. Limited Liability Company (LLC): 20%
  4. Venture Capital: 20%

Attorney endorsements

1 total 

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  • Gerald G. Chacon Jr

    Jonathan is one of the most experienced, skilled and prolific attorneys I have ever met -- and I have met a few. He is truly an expert among experts in the area of Forming and Operating Venture Capital Funds and is well deserving of a 10 rating here at Avvo.


    Gerald Chacon Financial Markets and Services Attorney
    Relationship: Worked for lawyer

Contact info

Goodwin Procter LLP

135 Commonwealth Drive
Menlo Park, CA, 94025


NYCurrently registered 198803/13/2015
We have not found any instances of professional misconduct for this lawyer.
Avvo contributions
Legal answers
Award nameGrantorDate granted
Investment Funds: Venture Capital (Band 1)Chambers USA: America’s Leading Lawyers for Business2008
Top DealmakerAlwaysOn Magazine2007
ListedLegal 500 (US)2007
Recommended, Private FundsWho's Who Legal2007
ListedSuper Lawyers, Northern California2007
Finalist, Lawdragon 500Lawdragon2007
Work experience
TitleCompany nameDuration
PartnerGoodwin Procter LLP2007 - Present
PartnerWilson Sonsini Goodrich & Rosati1990 - 2007
AssociateSullivan & Cromwell1987 - 1990
Association namePosition nameDuration
Journal of State TaxationAdvisory Board Member1993 - 1999
American Bar AssociationMember1987 - Present
Publication nameTitleDate
Privacy & Data Security JournalNew California Law Protects Confidentiality of Certain Fund Information2006
Aspen Law & BusinessLimited Liability Companies1999
Venture Capital ReviewTax Benefirs Associated with Qualified Small Business Stock1998
Venture Capital ReviewDistribution Provisions in Venture Capital Fund Agreements1997
Venture Capital JournalHow Will Treasury's Proposed Check-the-Box Regulations Affect Fund Agreements1996
Aspen Law & BusinessVenture Fund Private Placement MemorandumN/A
Securities Law360SEC's New Rule: Implications for Fund ManagersN/A
School nameMajorDegreeGraduated
Yale Law SchoolLawJD - Juris Doctor1987
Wesleyan UniversityPhilosophyBA - Bachelor of Arts1984