Jonathan Axelrad

Jonathan Axelrad

Retired Partner
Jonathan Axelrad
Silicon Valley

Jonathan Axelrad is a retired partner in Goodwin’s Private Investment Funds practice. He previously was a partner in the firm, a member of the firm's Partnership Committee, and chair of the firm’s IT Strategy and Steering Committee.

Regarded by Chambers USA and The Legal 500 as one of the nation’s leading attorneys for fund formation, Mr. Axelrad has specialized 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.


Mr. Axelrad has routinely advised fund sponsors and investors in billions of dollars in fund formation transactions per year. Representative clients have included:

  • Artiman Ventures 
  • Axiom Asia Private Capital
  • Baseline Ventures
  • Greylock Partners
  • InCube Ventures
  • Mayfield Fund
  • Rho Management
  • Sapphire Ventures
  • Sequoia Capital
  • Unilever
  • Y Combinator

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; Private Equity Partnership Terms and Conditions, an Asset Alternatives report; and the PE/VC Partnership Agreement Study 2010-2011, published by Reuters.

Professional Experience

Prior to joining Goodwin, Mr. Axelrad was a partner in the Palo Alto office of Wilson Sonsini Goodrich & Rosati, where he led (and then co-led) that firm's fund services practice. Earlier in his career, he was an associate in the New York office of Sullivan & Cromwell.




Yale Law School

(Claude R. Lambe Fellowship)


Wesleyan University

(High Honors)



  • California

Recognition & Awards

Mr. Axelrad has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business (National Ranking for Venture Capital/Fund Formations) and The Legal 500 U.S., and was named a “top dealmaker” by AlwaysOn magazine.


Mr. Axelrad has written and lectured frequently on venture capital, tax, partnership and limited liability company issues. His publications include:

  • Author, “Venture Capital’s Need for Secrecy Collides With Public’s Right to Know,” New York Times, April 2, 2014
  • Co-author, "Considerations for Private Funds After Lift of Ad Ban," Securities Law360, July 2013
  • Co-author, “Revised Version of Private Fund Investment Advisers Registration Act of 2009 Contains Exemption for Advisers to ‘Venture Capital Funds’,” Dun & Bradstreet, October 19, 2009
  • Co-author, “Responding to Allocation and Liquidity Concerns of Investors in PE and VC Funds,” VC Experts, March 24, 2009
  • 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 Corporation, or Limited Liability Company,” Pratt’s Guide to Venture Capital Sources, Securities Data Publishing, Inc., 1995
  • Co-editor, The Limited Liability Company: A New Form of Business Organization, 1994
  • Author, “Limited Liability Companies Finally Arrive for Venture Capital Firms,” 34 Venture Capital Journal 11, November 1994
  • Author, “Securities Investment Partnerships: California Taxation of Nonresident Partners,” 12 Journal of State Taxation 72, Summer 1993
  • Author, “Multi-tier Partnerships Can Pay General Partners for Results and Avoid Guaranteed Payments,” 10 Journal of Taxation of Investments 83, Winter 1993
  • Author, “California Reduces Withholding Risks for General Partners of Venture Funds,” 32 Venture Capital Journal 10, October 1992
  • Author, “Employee Partners: The Quest for Dual Status,” 1 California Tax Lawyer 3, Fall 1991