Pre-investment legal preparation
We will make your own record true before anyone else reads it: ownership, promises made to people, the papers behind the product, and the gaps that would otherwise be found by an investor.
When you need pre-investment preparation
The first request list arrived
Someone asked for documents by name and the list is longer than the folder. What is missing has to be built either way, and a deadline is the worst moment to start.
Ownership lives in a spreadsheet
The table everyone works from was never matched against resolutions and transfers. Until it is, nobody can say who owns what.
Options were promised in messages
People were told they have a share of the company. A promise made that way is still a promise, and it shows up as a question about your numbers.
An earlier round left terms nobody re-read
Consent rights, anti-dilution and information duties from the last deal are still live, and they shape this one before it has properly started.
Records are spread across inboxes
Signed papers exist, in five places and three versions. A record that cannot be produced quickly reads, to anyone reviewing it, as a record that does not exist at all.
You are about to open the books
Sharing everything with someone who may walk away is the point of the exercise. What protects you while that happens is written before it does.
What pre-investment preparation covers
Preparation is not a rehearsal of somebody else’s checklist. It is making the company’s own record true and producible, so that the questions you get are about the business instead of about your paperwork.
Choosing and documenting the funding route itself is financing and fundraising advisory; running or answering a formal check is legal due diligence.
What you get
- Ownership that matches the documents
- Promises to people written down
- The product’s paper accounted for
- A record that can be produced
- The known gaps listed by you
What gets put right first
- Ownership: every issue, transfer and pledge traced to the resolution behind it, so the table and the register agree.
- People: what was promised in offers, messages and side letters, brought into documents that say the same thing.
- The product: which agreements moved the rights into the company, and where that trail stops.
- Commitments: consent rights, exclusivities and information duties from earlier deals, listed before they surprise this one.
- Corporate housekeeping: appointments, addresses, filings and minutes brought up to date, because an old filing is a cheap thing to find.
What protects you while you talk
- A party is free to negotiate and is not liable simply because no agreement was reached — but a party who negotiates or breaks off in bad faith is liable for the losses caused, and entering negotiations while intending never to agree is named as bad faith.
- Information given as confidential during negotiations may not be disclosed or used improperly by the other side, whether or not a contract follows, and the remedy can be measured by the benefit they received.
- Both of those come from an international restatement of contract principles that binds only where the parties chose it, so it belongs in the paper signed before the data goes out; a promise to keep something quiet that was never written down is a promise nobody has to keep.
Formats of work
The full clean-up
Everything above, in order, ending with a record that can be handed over and a written list of what is still open.
Ownership only
Where the rest is in reasonable shape and the question is who owns what and on what paper.
Before the first meeting
A short pass that finds what would stop a deal, so you know it before the other side does.
Sources: freedom to negotiate, liability for bad faith and the duty of confidentiality are articles 2.1.15 and 2.1.16 of an international restatement of contract principles, which binds only where the parties chose it for their contract.
Stages of work
What is being asked of you — 1 week.
The starting point is the request list where one exists, and the shape of the deal where it does not. The order of work follows whatever will be read first, because that is where a gap costs the most.
Ownership, back to the paper.
Every line of the table is traced to the document that produced it. Where a line has no document, that is written down as a finding instead of smoothed over.
What people were told.
Offers, messages and side letters are read for promises about shares, bonuses and roles, and each one is either documented properly or corrected with the person.
The paper behind the product.
We follow what you sell back to the people and companies who made it, and mark every place a right stopped short of the company that signs your contracts.
The record made producible.
One place, one naming, one index. The test is simple: a named document is on screen inside a minute, without anyone having to ask three colleagues first.
Your own list of what is open.
Whatever cannot be fixed in time is written down by you, with what it would take to close it, so it arrives as your disclosure rather than their discovery.
Our work around deals sits in M&A & Fundraising.
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