Governance6
The approvals investors will read in date order.
/create-board-consent
/hold-board-meeting
/appoint-director
Diligence tests your record, not your lawyers.
A request list arrives with about 90 items on it. Your counsel can answer every one, but only from documents that exist, agree with each other, and can be found. That is not a legal problem. It is a bookkeeping problem that has been building for eighteen months, and it surfaces in the four weeks you least want it to.
What breaks at Series A.
Nothing on this list is exotic. Each item was correct on the day it happened, then stopped being reconciled to everything else.
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A cap table and consents that disagree
The cap table says 85,000 options were granted in March. The board minutes have no March approval, or approve a different number. Each grant has to be traced back to its authorization. The ones that cannot be traced have to be ratified: a board action taken under time pressure with investors watching.
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A 409A that expired
A valuation is good for twelve months, or until a material event. A term sheet is a material event. Options granted on a stale valuation carry a tax problem for the employees who received them. Grants issued in the gap get re-papered.
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Option grants that were never board-approved
An offer letter promises options, HR enters them in the equity system, and nobody drafts the written consent. The grant exists in three places and was authorized in none of them. This is the most common finding, and every unratified grant is also a wrong number in the fully diluted table the round is priced off.
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Employees in states the company never registered in
The first person hired in a new state creates obligations the week they start: foreign qualification, payroll withholding, unemployment insurance, workers’ comp. Nobody notices because payroll runs anyway. Diligence notices. So does the state, eventually, with back penalties.
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Contracts nobody can produce
The material customer agreements are asked for by name. The signed versions are in an inbox, a Dropbox, a CRM and a former employee’s drive. The assignment and change-of-control clauses get read closely, and the company often learns what they say at the same time the investors do.
The diligence checklist, answered before the request list arrives.
What the corporate half of a Series A request list asks for, and what investors’ counsel check when they read it. Want the full 90-item version? Ask at the demo and we will send it.
| What’s asked for | What counsel are checking | What goes wrong |
|---|---|---|
| Charter, amendments and bylaws | Authorized shares, par value, and that every amendment was properly approved. | An amendment was filed but the stockholder consent behind it was never collected. |
| All board consents and minutes | That every issuance, grant and appointment has an approval behind it, in date order. | Gaps. The company acted; the board never formally did. |
| Cap table, fully diluted | That it reconciles line by line to the ledger, the plan, and the consents. | Three versions (spreadsheet, equity system, consents), none of which agree. |
| Stock purchases and 83(b) elections | That founder stock was issued and each election filed inside its window, with proof. | The election was filed. Nobody kept the proof of mailing. |
| Option plan, grants, and the 409A behind them | That each grant was board-approved and priced off a valuation that was still current. | Grants made in the gap after a valuation went stale. |
| Every SAFE, note and side letter | Conversion mechanics, caps, and whether any investor was promised something the others were not. | A side letter with a most-favored-nation clause that upgrades everyone else. |
| IP assignments from everyone who built anything | Founders, employees, contractors, with no gap between starting and signing. | A contractor from year one who never signed, and no longer answers email. |
| Offer letters, PIIAs, classifications | That every employee signed a PIIA and contractors are defensibly classified. | Contractors doing full-time work on the company’s tools and schedule. |
| State registrations, everywhere you employ | Qualification, payroll withholding, unemployment insurance, workers’ comp. | Three remote hires, three states, zero registrations. |
| Material contracts and DPAs | Assignment and change-of-control clauses, exclusivity, uncapped liability, auto-renewals. | A change-of-control consent requirement in your largest contract, found in week three. |
| Good standing and franchise tax | Certificates in Delaware and every qualified state; franchise tax paid. | Good standing lapsed over an unpaid annual report, discovered at signing. |
The point: if FinePrint has been running the work, none of this is a retrieval exercise. The documents landed in the Legal Room as each endpoint finished. Arriving mid-round? The signed documents you already hold are filed in and the graph is built around them, so the table shows what is missing rather than what nobody can find.
The gap audit
The request list, run against your record — with the fixes attached.
/prepare-data-room does more than assemble what exists. It runs the standard request list against the record and returns the gaps by name: the grants with no consent behind them, the stale valuation, the state that was never registered, the contractor who never signed. Each comes with the endpoint that repairs it and its status.
That is the difference between finding out in week three of diligence and finding out months earlier, with time to fix everything.
RUN /prepare-data-room
purpose: Series A · checked against: standard request list, 90 items
✓83 of 90 items already on file, indexed, fingerprinted2 min
●3 option grants with no consent behind them — /create-board-consent drafted, ratification Yellowrouted
●409A expires before expected close — /order-409aqueued
●2 employee states never registered — /foreign-qualify ×2planned
●1 contractor IP assignment missing — /assign-ipdrafted
→building the room from what’s cleannow
Seven gaps, named, each with its fix already moving. The ratification question is the one that needs a lawyer. Attorney and scope on screen, included in the plan. The room shares when you say so, not before.
Northwind Robotics is an example company.
What FinePrint runs for you here.
Series A work concentrates in four categories: the endpoints that keep the cap table, the board and the payroll map telling the same story.
Equity6
Every grant traced to the plan, the pool, a current 409A and its consent.
/grant-options
/order-409a
/adopt-equity-plan
Fundraising5
The instruments before the round, and the room the round is run out of.
/issue-safe
/prepare-data-room
/file-form-d
Compliance4
Every state a person lives in, registered before diligence asks.
/foreign-qualify
/annual-compliance
The hiring endpoints sit alongside these and carry most of the volume. /hire-employee writes into the same record the equity and compliance endpoints read from, so an offer letter cannot promise a grant the pool cannot support. One hire, frame by frame
The plan that fits.
Growth — $1,000 a month. For a company with a real team and a board. For the company, not per seat: the founder, the recruiter and the finance lead all use it.
- All eight specialist agents. Diligence asks all of them, so you need all of them.
- Priority lawyer review. When a matter goes Yellow or Red mid-round, it does not queue.
- 300 credits a month. About thirty hires’ worth of endpoint work, or a quarter of contracts, consents and grants at Series A volume.
- The full Legal Room, which is also the diligence room you share in a click.
Startup at $300 is not enough here. It gives you two specialists. A Series A company needs employment and corporate coverage at once, because every option grant needs both.
Move to Enterprise when a second entity appears, or when contract volume justifies calling endpoints from your own systems through the API.
What still needs a lawyer at this stage.
The round itself is Red. Almost everything around it is not. That split is where the money goes.
Green — agents run it.
Grants against a current 409A, board consents and minutes, hires on standard terms, standard commercial paper, state registrations, the diligence room itself.
Yellow — a lawyer confirms.
Ratifying grants that were never properly authorized. An arguable contractor classification. A material contract with a change-of-control consent requirement. A licensed attorney answers before anything moves. Included in your plan.
Red — a lawyer leads.
The priced round: term sheet, stock purchase agreement, investors’ rights, board composition. A specialist’s work, and it stays that way. The specialist starts from a built file rather than four weeks of reconstruction billed by the hour.
How review works, the two modes, the independence rules, and what a reviewer sees, lives in one place: who reviews the work
Series A questions.
We already have a firm running the round. What does FinePrint do?
Everything the firm should not be billing you for: maintaining the diligence room, reconciling the cap table to the consents behind it, papering grants, registering the states you hire in, and answering the two-thirds of the request list that is “send us the document.” The firm keeps the round: the term sheet, the definitive documents, the negotiation. It starts from a file that is already built.
Can you fix option grants that were never board-approved?
The mechanics, yes. The record shows which grants have no authorization behind them, and /create-board-consent drafts the ratifying consent and routes it. Whether ratification is the right remedy for a particular grant, and what it means for the strike price and the employee’s tax position, is a judgment call. It routes Yellow, with the attorney and the scope on screen first, included in the plan.
How long does it take to get a diligence room ready if we start from nothing?
Two things determine it: how much of the record already exists as signed documents, and how many gaps need a new board action rather than a retrieval. The gap audit gives you that list for your company.
Will investors’ counsel accept documents generated this way?
Diligence counsel test execution and authorization: is the document signed, and does the right approval sit behind it. Not who typed the draft. That trail is what the endpoint enforces. The consent is part of the workflow rather than a separate task someone had to remember. Bring your counsel to the demo and let them test the trail themselves. Where a matter carried judgment, a licensed attorney’s review is attached to it with the scope on the record.
Is our data used to train the model?
No. That is the Two-Corpus Rule: FinePrint LM learns from lawyers’ reviews, never from your record. Your documents are retrieved for your matters and are never training material for a shared model. Customer data and learning data are held in separate AWS accounts.
Be the company whose diligence room was already there.
The request list is not a surprise. It is the same list every time.
Book a demo. Bring your round, and we will run the gap audit above against a company at your stage.
Book a demoOr look at where the room lives. The Legal Room is the diligence file, filling itself as each endpoint finishes.
Inside the Legal Room