Jonathan is a fund formation and tax partner.

Jonathan J. Goodwin
Jonathan J. Goodwin
P+1 650 463 5366
Jonathan J. Goodwin

Jonathan represents U.S. and international venture capital firms in their fund formations and general fund operations.

Jonathan works with fund sponsors to design the optimal governing agreements, leads negotiations with prospective investors and efficiently manages the fundraising and closing process. He has recently closed funds for notable venture capital firms including  Kleiner Perkins, Threshold Ventures and Westlake Village BioPartners.

Jonathan serves on the firm’s Technology Management Committee and implements the firm’s latest software and technology platforms into his practice. Jonathan was instrumental in the development of Gunderson’s online fund formation subscription document portal which allows investors to complete and sign subscription documents electronically. 

Jonathan’s work with firms on their general fund operations and investment activities includes facilitating their exploration of new investment strategies, advising on tax matters related to potential investments and addressing changes in the legal and regulatory landscape. He counsels firms on all aspects of business and operations, including the admission and withdrawal of managers, hiring and departure of employees and consultants, issuance of carried interest, establishment of profit sharing plans and transfers of interests in fund and management entities. He also advises on the establishment and maintenance of policies and procedures, securities law compliance and associated public reporting and periodic reporting obligations under the United States Investment Advisers Act and United States Securities Exchange Act.

With a focus on representing private fund sponsors, Jonathan utilizes proprietary market data/intelligence to advise clients. The firm’s fund formation team compiles deal terms into a database that Jonathan, along with other Gunderson attorneys, maintain and use to advise clients on market terms and evolving market trends, including carried interest terms, management fee rates, and regulatory matters. This database also holds side letter provisions in a searchable format, allowing attorneys to find applicable precedent and a range of alternative provisions used to address investor requests.

Jonathan employs technology to emphasize efficiency and productivity. He utilizes document automation software to create initial drafts of many fund documents. The project management software allows for a checklist approach to fund formation and a standardized process for his fund clients. By focusing on representing fund sponsors and forming their funds, Jonathan is able to build a repeatable process with forms, templates, and other resources focused on the needs of venture capital and growth equity firms.


  • Stanford Law School, J.D.
  • The University of Tulsa, Business Management


Venture Capital Journal's “40 Rising Stars Under 40” - 2020


  • California
  • Texas