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Blackwing

Investor diligence tends to surface the same issues: missing IP assignments, unapproved grants and contracts nobody can find. We organize your data room, answer investor counsel's requests and prepare the disclosure schedule so problems are fixed or disclosed on your terms. Diligence support carries a flat fee, agreed with you before we begin.

At a glance

Pricing
Flat fee, quoted before we start
Included
6 deliverables
Process
3 steps, one named attorney
Where we work
Slack, email or a call

When founders call us

The moments that usually bring a company to us for this work.

  1. 01

    You signed a term sheet and investor counsel just sent a long diligence request list.

  2. 02

    You want to clean up your records before you start pitching a priced round.

  3. 03

    Diligence turned up a contractor who never signed an IP assignment.

  4. 04

    You need to prepare a disclosure schedule and do not know what belongs in it.

What you get

Scoped in writing before we start. One flat fee for all of it.

  1. A structured virtual data room organized to standard venture request lists
  2. Gap review of corporate records, cap table, IP assignments and material contracts
  3. Remediation documents such as ratifications and confirmatory IP assignments
  4. Responses to investor counsel's diligence questions
  5. Disclosure schedule drafted against the purchase agreement representations
  6. A short memo of open issues with recommended fixes

How it works

  1. 1

    Inventory

    We gather your documents into a data room and compare them with what investors typically request.

  2. 2

    Fix or disclose

    We fix gaps where we can and draft clear disclosures for anything that has to stay as it is.

  3. 3

    Investor Q&A

    We field follow-up questions from investor counsel so you can keep running the company during the raise.

Mistakes we help you avoid

The ones we see most often, and catch before they cost you.

  • Avoided

    Under-disclosing in the schedule, which can expose the company to breach claims under the representations it gave.

  • Avoided

    Discovering an unsigned IP assignment from a former co-founder after the term sheet is signed.

  • Avoided

    Producing a cap table that does not reconcile with board approvals and stock ledgers.

  • Avoided

    Uploading customer data or third-party confidential information to a data room without checking your confidentiality obligations.

Due Diligence: questions founders ask

Typical requests cover formation documents, board and stockholder approvals, the cap table and equity grants, IP ownership, material customer and vendor contracts, employment and contractor agreements, and any litigation. Depth varies with the stage and size of the round. Later rounds usually go further into compliance, privacy and finances.

It is an attachment to the stock purchase agreement listing exceptions to the representations the company makes, such as a pending dispute or a contract with unusual terms. Anything properly disclosed there is generally carved out of the representation. A careful schedule protects the company and its officers.

It depends heavily on how organized your records are and how many issues come up. Clean companies with a ready data room tend to move much faster than those assembling documents on request. Starting cleanup before the term sheet usually shortens the process.

Most gaps can be fixed, though some take time or cooperation from people who have left. Problems with IP ownership or the cap table are the ones investors take most seriously. Finding them early gives you the most options.

Get a flat-fee quote for Due Diligence.

A short call with an attorney. You leave with a written scope and one fixed price.

Book a call

Attorney advertising. The information on this site is general and is not legal advice. Contacting Blackwing or using this site does not create an attorney-client relationship. Prior results do not guarantee a similar outcome.