Deal counsel runs the deal. We protect the company.
By the time a term sheet lands, it's too late to quietly fix the cap table. This practice is about being inspectable before anyone starts inspecting.
- 1
Diligence opened Monday. By Friday, someone else's associate knew your corporate history better than you did.
- 2
Four SAFEs, two side letters, one handshake promise to an advisor, and a priced round that converts all of it at once.
- 3
The acquirer's first question was where your training data came from. The second was your model licenses.
The order of inspection, pre-run
Investor counsel opens the data room in a known order: cap table, charter, IP assignments, minute book, then the SAFE-and-note ledger. We run that same inspection first, on your side of the table, while there is still time to fix whatever it turns up. A problem found before diligence opens costs a fraction of the same problem found once someone else is reading the documents.
The instruments, modeled
Stacked SAFEs and notes are the normal state of a seed-stage company, and they're fine right up until nobody has modeled them. Left unmodeled, they become a dilution surprise on conversion day. We keep one ledger with every cap, discount, and side letter in it, and we model the round before you price it, so the pro forma is a decision rather than a discovery.
During and after
Term-sheet judgment from the company's side of the table: what's market, what's aggressive, and what you'll regret at the next round rather than this one. Board process run correctly while the deal is moving fast. And the post-close cleanup actually finished, meaning the consents, filings, and updates that get promised at closing and forgotten by Thanksgiving.
The questions your predecessors never got
AI-native companies now face diligence their 2021 counterparts never saw: training-data provenance, model license inventories, open-source conflicts in the codebase, and AI-output liability terms buried in customer contracts. Every one of those answers takes weeks to assemble and minutes for someone else to check. Assemble them before you need them.
We don't lead the financing paperwork, because your deal counsel does that well and paying for it twice helps nobody. And one commitment in writing: we represent the company, not the investors and not any single founder. If those interests ever start to diverge, we say so out loud, early. That's the job.
Fifteen minutes. No pitch.
You talk, we diagnose. You leave with the two or three exposures worth addressing first, along with a straight answer on whether you need counsel now, including "not yet."