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IT & Startups · Ontario and cross-border

A startup preparing for the diligence that follows a term sheet

Investor counsel reads the cap table, the IP chain and the contractor agreements. Gaps in those are found under deadline.

The situation

A company has a term sheet and a fortnight before diligence begins. Contractors wrote parts of the product, a co-founder left without a vesting schedule, and no one has checked whether the code belongs to the company.

IT & Startups

What the work involves

  1. Trace the IP chain from every contributor, employee and contractor, and close the assignments that are missing.
  2. Reconcile the cap table against what was actually issued and approved.
  3. Review customer and supplier contracts for change of control, exclusivity and assignment terms.
  4. Assemble the data room so counsel on the other side finds a complete file rather than an open question.

This describes the shape of a matter of this kind, not an individual client file. It is not legal advice, no outcome is implied, and how any particular matter runs depends on its own facts.

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