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Our PEOPLE

Jacqueline E. Biner, Founder

RICHARD GORA, SENIOR COUNSEL

CHRIStopher henderson, Senior Counsel

 Jackie founded Soteria Law to give founders and emerging companies the kind of legal partner she wished more businesses had from the beginning: experienced, commercially minded, responsive, and deeply invested in the company’s success.

For nearly two decades, Jackie has worked at the intersection of law, business, regulation, science, and

 Jackie founded Soteria Law to give founders and emerging companies the kind of legal partner she wished more businesses had from the beginning: experienced, commercially minded, responsive, and deeply invested in the company’s success.

For nearly two decades, Jackie has worked at the intersection of law, business, regulation, science, and growth. Her career has spanned the energy and consumer-goods industries, where she has held senior roles in government affairs, regulatory compliance, in-house legal departments, and the general counsel function.

She has advised companies through early-stage growth, complex commercial relationships, product launches, regulatory challenges, strategic transactions, and acquisition. That experience allows her to see beyond the immediate legal question and understand how each decision may affect operations, fundraising, investor diligence, scalability, enterprise value, and a potential exit.


An In-House Perspective

Jackie has spent much of her career inside businesses, working alongside founders, executives, operators, scientists, marketers, finance teams, and investors. She understands how companies actually make decisions—and how difficult it can be to balance speed, opportunity, risk, and limited resources.

That perspective shapes every aspect of her practice.

Rather than treating legal issues as isolated assignments, Jackie looks at how they fit into the company’s broader strategy. A founder agreement may affect a future financing. A manufacturing contract may determine whether a company can scale. A marketing claim may create regulatory, litigation, retailer, and diligence risk. An early governance decision may become critically important during an acquisition.

Jackie helps clients identify those connections before they become obstacles.


From Early Stage to Exit

Jackie has helped build and support companies through some of their most important stages—from early formation and product development to rapid growth, strategic investment, and acquisition.

She knows that the legal foundation created at the beginning can significantly influence what becomes possible later. Clean corporate records, clear ownership, strong contracts, thoughtful regulatory strategy, and disciplined risk management can make a company more resilient, more investable, and ultimately more valuable.

Her goal is not simply to protect the business. It is to help position the business for what comes next.


Business-Minded Legal Counsel

Jackie approaches legal advice with the mindset of an experienced business executive.

She begins by understanding the company’s objectives, operating realities, budget, timeline, and appetite for risk. She then provides clear recommendations that help the leadership team make informed decisions and keep moving.

Her clients value her ability to:

  • Translate complex legal and regulatory issues into practical business guidance 
  • Identify risks without overstating them 
  • Negotiate firmly while preserving important commercial relationships 
  • Anticipate issues that may arise during fundraising, diligence, or acquisition 
  • Develop solutions that are appropriate for the company’s stage and resources 
  • Give a direct answer when a decision needs to be made 


A Distinctive Scientific and Regulatory Background

Jackie’s background in human physiology and biochemistry gives her a valuable perspective when advising health, wellness, food, beverage, supplement, beauty, and other consumer-product companies.

She understands how scientific concepts, product development, regulatory requirements, and marketing strategy intersect. This allows her to work effectively with technical teams while helping founders communicate compelling product benefits without creating unnecessary regulatory or consumer-protection risk.

Combined with her corporate and legal experience, this scientific foundation makes Jackie particularly well suited to advise innovative and regulated consumer brands.


A Trusted Partner to Founders

Jackie created Soteria Law for founders who need sophisticated legal support but are not yet ready to build a full internal legal department.

She serves as an extension of the leadership team—someone who understands the business, remembers the history behind important decisions, anticipates what may be coming next, and is available when the stakes are high.

Her objective is to become the person founders call before a problem develops, not merely after one has occurred.


“The best legal counsel does more than identify risk. It helps founders make better decisions, move with confidence, and build companies that are prepared for growth, investment, and opportunity. My role is to understand where the business is going and help create the legal foundation to get it there.”

 

Bar admissions: 

California, 

District of Columbia

A man in a suit smiling indoors.

CHRIStopher henderson, Senior Counsel

RICHARD GORA, SENIOR COUNSEL

CHRIStopher henderson, Senior Counsel

 Christopher brings more than a decade of experience as a federal regulator, giving Soteria Law’s clients rare insight into how regulators interpret the law, evaluate compliance decisions, and assess risk across the consumer-products landscape.

After spending much of his career at the U.S. Food and Drug Administration, Chris now helps comp

 Christopher brings more than a decade of experience as a federal regulator, giving Soteria Law’s clients rare insight into how regulators interpret the law, evaluate compliance decisions, and assess risk across the consumer-products landscape.

After spending much of his career at the U.S. Food and Drug Administration, Chris now helps companies translate complex regulatory requirements into practical business strategy. He advises founders and growing brands on how to bring products to market, support advertising claims, strengthen compliance systems, respond to regulatory questions, and make informed decisions without unnecessarily slowing growth.

His approach is grounded in a simple principle: strong compliance should support the business, not sit apart from it.


An Insider’s Understanding of Regulation

Chris began his legal career in the chief counsel’s office of a federal national security agency, advising on matters involving ethics, appropriations, labor relations, and general administrative law.

Driven by an interest in public health and consumer protection, he later joined the FDA as regulatory counsel. Over the next decade, he advanced into supervisory and branch-chief roles, working at the intersection of law, policy, science, enforcement, and agency operations.

That experience gave Chris a firsthand understanding of how regulatory agencies function internally: how legal interpretations are developed, how enforcement priorities take shape, how technical evidence is evaluated, and how companies’ decisions may be viewed by regulators.

Today, he uses that perspective to help clients anticipate regulatory concerns and address them before they become barriers to launch, growth, retailer relationships, investment, or acquisition.


Deep Consumer-Products Experience

At the FDA, Chris worked on matters affecting the safety, availability, and regulation of the U.S. food supply and broader consumer-products market.

His experience included:

  • Advising on food-safety requirements and preventive controls 
  • Participating in inspections of regulated facilities 
  • Evaluating the admissibility of imported foods suspected of adulteration or containing unlawful additives 
  • Supporting public communications involving serious product recalls 
  • Drafting legislative proposals concerning foodborne-illness investigations 
  • Advising on regulatory policy affecting cosmetics and personal-care products 
  • Helping develop rules and policies implementing the Modernization of Cosmetics Regulation Act 

This background allows Chris to understand regulatory issues from multiple perspectives—not only what the rules require, but how agencies may investigate, interpret, prioritize, and communicate about compliance concerns.


From Regulatory Requirements to Business Decisions

Founders do not need abstract explanations of the law. They need to know what a regulatory issue means for the product, the launch timeline, the marketing plan, the retailer relationship, and the broader business.

Chris helps companies answer questions such as:

  • How should a product be classified? 
  • What claims can the company responsibly make? 
  • What level of substantiation is needed? 
  • How might a regulator interpret a label, ingredient, or marketing statement? 
  • What compliance issues could arise during retailer or investor diligence? 
  • Which risks need to be addressed immediately, and which can be managed as the company grows? 

His advice is practical, proportionate, and informed by the realities of operating an emerging business.


Helping Responsible Companies Grow

Chris believes regulatory counsel should do more than identify what a company cannot do. It should help leadership find a lawful, credible, and commercially workable path forward.

He works with companies that want to build trusted brands, communicate honestly with consumers, and establish compliance practices that can withstand growth and scrutiny.

His goal is to help clients create regulatory systems that are appropriate for their stage today while positioning them for larger retail relationships, future financing, and potential strategic transactions.


Accountability and Responsible Innovation

Chris’s regulatory background also informs his broader commitment to fair and responsible markets.

He understands the competitive disadvantage created when some companies invest in safety and truthful marketing while others ignore basic legal requirements. His work reflects a balanced approach: holding irresponsible actors accountable while helping conscientious companies understand the rules and compete on a level playing field.

“The strongest companies do not treat compliance as an obstacle. They build it into the business from the beginning. My role is to help founders understand how regulators may view their decisions, identify the risks that truly matter, and develop solutions that support both responsible growth and long-term value.”

Bar admissions:

Massachusetts,

 D.C. practice supervised by D.C. bar members.  

RICHARD GORA, SENIOR COUNSEL

RICHARD GORA, SENIOR COUNSEL

RICHARD GORA, SENIOR COUNSEL

  Rich brings nearly two decades of corporate finance and investment management experience to Soteria Law’s clients, advising founders, fund sponsors and investors on how capital is raised, structured and deployed. His practice sits at the center of the private markets – company-side financings, venture capital fund formation, special pur

  Rich brings nearly two decades of corporate finance and investment management experience to Soteria Law’s clients, advising founders, fund sponsors and investors on how capital is raised, structured and deployed. His practice sits at the center of the private markets – company-side financings, venture capital fund formation, special purpose vehicles, digital asset offerings and the regulatory framework governing investment advisers.

He has counseled issuers and investors on private placements of common and preferred stock, secured and unsecured notes and convertible instruments, in equity offerings ranging from roughly $1 million to more than $85 million and in syndicated convertible note programs of up to $100 million. That work spans first institutional rounds through later-stage growth financings and secondary transactions, for clients in the United States and across Europe, the Middle East and Asia.


Financings Built for the Next Round

  Rich approaches financings as one step in a longer capitalization plan rather than a closing to be cleared. Cap table discipline, clean securities compliance and carefully negotiated investor rights bear directly on how the following round is diligenced. He advises on entity and capital structure selection, founder and employee equity, SAFEs and convertible notes, priced preferred rounds, and the exemption architecture that supports them – including Rule 506(b) and 506(c) offerings, Form D filings, state blue sky notice requirements and offshore offerings under Regulation S, together with the concurrent Regulation D and Regulation S structures used to reach United States and non-United States investors in a single raise. He also prepares the private placement memoranda, subscription materials and disclosure packages that institutional and offshore investors expect to receive.


Regulation Crowdfunding at Platform Scale

  Rich has advised on hundreds of Regulation Crowdfunding offerings conducted through the leading funding portals and broker-dealer platforms, including Republic, StartEngine, Wefunder and DealMaker. His work covers Form C and Form C/A preparation, offering statement disclosure, financial statement and review requirements, issuer eligibility and investment limits, testing-the-waters and promotional rules, side-by-side Regulation CF and Regulation D structures, and the annual reporting obligations that follow a completed raise. That volume gives him a practical command of how each platform reviews, prices and processes a deal – and of the issuer-side gaps that most often create delay.


Venture Capital Funds, SPVs, and Sponsor-Side Structuring

  

Rich represents emerging managers and established sponsors in forming and operating pooled investment vehicles, and represents limited partners committing capital to them. His work includes:

• Formation of venture capital funds, including limited partnership and LLC structures, management companies and general partner entities

• Economic and governance terms, including management fees, carried interest, distribution waterfalls, general partner commitments, key person provisions and negotiation of the limited partnership agreement

• Single-asset and multi-asset special purpose vehicles, syndicates and co-investment vehicles, including deal-by-deal sponsor structures

• Exemption analysis under the Investment Company Act, including Sections 3(c)(1) and 3(c)(7), and under the Investment Advisers Act, including the venture capital fund adviser and private fund adviser exemptions

• Side letters, most favored nation elections, subscription documents and investor onboarding and accreditation procedures

• Portfolio investment diligence at the fund level and secondary transfers of fund interests


Digital Assets and Token Offerings  

Rich advises sponsors, exchanges, issuers and funds on digital asset and token offerings, including classification analysis under the federal securities laws, offering structure and exemption selection, private token sales, token warrants and pre-launch instruments, treasury and lock-up design, transfer restrictions and secondary trading considerations. He counsels clients on the regulatory considerations that bear on offering mechanics, marketing practices and platform relationships, and addresses them at the outset rather than after a raise is underway. His prior representations in the sector include Binance.


Counsel to Advisers

  Rich advises registered and exempt investment advisers, family offices and high-net-worth investors on formation, registration and ongoing regulatory obligations, including Form ADV, exempt reporting adviser filings, compliance policies and procedures, advisory and side-by-side management arrangements, custody considerations and marketing practices. He has represented advisers evaluating both direct investments and fund commitments across technology, financial services, energy and manufacturing, and he negotiates from a working knowledge of what each side of the table needs to reach a signature.


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