Legal Project Management Plan & Checklist
Purpose of this Guide: Open this plan when your client is a company (typically an Australian proprietary or unlisted public company, or a Delaware C-corporation with Australian operations) raising its Series A venture capital round. Use this plan when a lead investor has expressed interest and the parties are ready to move from informal term sheet discussions into binding legal documentation, investor due diligence, and a formal closing.
Jurisdiction: Primarily Australian (Corporations Act 2001 (Cth)) with Delaware C-corp considerations where applicable. Where the company is incorporated in Australia, the Amended Constitution and share issue are governed by the Corporations Act. Where the company is a Delaware C-corp, the Amended Certificate of Incorporation is filed with the Delaware Secretary of State.
The Process at a Glance: The process begins with engagement, conflict checking, and scope definition. The legal team then sets up a virtual data room and audits all corporate records, intellectual property assignments, and option grant documentation. The lead investor's term sheet is reviewed and negotiated, covering pre-money valuation, option pool sizing, board composition, liquidation preference, anti-dilution protections, and protective provisions. Once the term sheet is executed, the counsel team drafts the core financing agreements: the Subscription Agreement (or Stock Purchase Agreement), the Investor Rights Agreement/Shareholders Agreement, and an Amended Constitution or Amended Certificate of Incorporation. Investor due diligence requests are coordinated and responded to. Once all parties sign the closing documents and the investor transfers the agreed funds, the transaction closes. Post-closing, ASIC lodgements are made (including s 254X notification), the share register is updated, new share certificates are issued, and the capitalisation table is updated.
Key Legislation and Case Law: Corporations Act 2001 (Cth) - Part 6D.2 governs disclosure obligations; s 708 provides key exemptions for sophisticated investors, professional investors, and small-scale personal offers. Australian Securities and Investments Commission Act 2001 (Cth) - ASIC's regulatory oversight framework. For US-incorporated entities, the Delaware General Corporation Law (DGCL) - Title 8 of the Delaware Code governs corporate formation and the authorisation and issuance of preferred stock. Series A transactions are typically documented using the National Venture Capital Association (NVCA) model documents or Australian equivalents. Securities law compliance: the issuance of Series A shares is typically exempt from the disclosure document requirement under s 708 Corporations Act, but practitioners must verify the applicable exemption for each investor. Liquidation preference: typically structured as 1x non-participating preferred. Anti-dilution protections are typically broad-based weighted-average. Option pool: the ESOP is typically expanded to 10-20% of post-money capitalisation before the Series A closes, which dilutes existing founders rather than incoming investors.
* Disclaimer: We're nobody's lawyer, because we aren't lawyers. You are, so you know better than to take legal advice from an app. We also aren't accountants or dog trainers - just digital spirit guides taking zero liability for any of this. This site exists to gather the collective knowledge of practitioners like you. Verify everything and submit your feedback on the Series A Preferred Stock Equity Financing matter plan to improve the playbook. THIS IS NOT LEGAL ADVICE, it's a request for input.
This legal matter plan provides a structured workflow for AREA_CORP_MA cases, outlining the standard PROC_TRANSACTIONAL process. Utilize these tracking templates to manage your legal cases efficiently.
Conflicts check completed, engagement letter signed, and scope of work agreed with the client before any substantive work commences.
Virtual data room set up, all corporate and IP documents uploaded and audited, and pre-emptive rights holders identified.
Term sheet reviewed and negotiated, including liquidation preference, anti-dilution, board composition, and ESOP pool sizing. Term sheet executed by all parties.
Subscription Agreement, Shareholders Agreement, and Amended Constitution (or Amended Certificate of Incorporation) drafted, negotiated, and agreed in final form.
All closing documents executed, funds transferred, shares issued, and closing deliverables distributed to all parties.
ASIC Form 484 lodged within 28 days of closing, share register updated, new share certificates issued, and cap table updated on cap table software.
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