Meaning
An investigative process conducted by investor counsel evaluates the legal and financial history of a startup before a primary equity financing round. During the investment process, series a legal due diligence identifies potential liabilities and structural issues that could affect the value of the investment. This investigation concludes when counsel delivers a disclosure report and the parties finalize the investment agreement.
Investigation Scope
The lawyers review all intellectual property assignments and commercial agreements. In series a legal due diligence, the legal team verifies that the company holds clean title to its core technology. Any gaps in these assignments must be resolved before the investment closes.
Corporate Governance
The investigation also covers the historical corporate actions of the company. When performing series a legal due diligence, counsel reviews the minutes of board meetings and the stock ledger to ensure all issuances were authorized. This review protects the investors from future disputes over stock ownership.
Remediation Requirement
The findings often require the startup to clean up its corporate records. If series a legal due diligence reveals deficiencies, the founders must resolve these issues before funding is released. These remedial steps are typically made conditions precedent in the investment contract.