Prepare a draft for securities counsel

Review the gaps first

Open Review and read both missing-section flags and legal issues. Distinguish an incomplete working draft from a draft ready for counsel. The final issue and use decision belongs to counsel, even when the app shows all sections complete.

Provide the source material

Include governing agreements, the term sheet, sources and uses, the model, sponsor and team information, material contracts, supporting diligence, and the proposed investor and solicitation approach. List unresolved questions explicitly.

Export Word for redlines. Use PDF for checking the visual layout and version alignment. Include applicable supporting exports, but label pre-fills and unverified investor information appropriately.

Before investor distribution

Counsel should review the substance, legal structure, exemption, disclosures, governing-document consistency, and required filings. Incorporate approved changes and review the final exported package again. Payment for software is not legal approval.

Include a short review note with the files

Send an editable Word draft, the proposed governing and subscription documents, a current term sheet, and the source financial assumptions. Add a short list of unresolved decisions, contradictory figures, missing exhibits, and any terms still under negotiation. Mark the package as a working draft.

Ask the reviewing team to identify changes that affect multiple places, such as a new minimum, an exemption change, a revised fee basis, or a different distribution order. Edits made only in the exported Word file do not automatically update the app. Reconcile the agreed changes before generating another version and label versions clearly.