Legal Ops AI — Demo Workspace

🔍

Due Diligence Review

Upload target company documents — AI surfaces red flags, missing clauses, and risk ratings instantly

✓ DEMO READY

Module v1.0

Target Company

Transaction Type

Documents Uploaded

Initialising…

○ Parsing 31 documents…

○ Cross-referencing MOA against Companies Act 2013…

○ Analysing SHA for investor-unfriendly clauses…

○ Reviewing employment contracts for IP assignment gaps…

○ Generating risk report…

Docs Reviewed

High Risk Flags

Watch Items

8 min

Time Saved vs Manual

AI Recommendation

4 high-risk items require partner review before proceeding. Critical concern: IP assignment clause missing in 9 of 14 employment contracts — all key engineers. Recommend rectification as condition precedent to closing. Transaction can proceed subject to conditions.

Risk Register — Veloz Robotics

Generated: 08:42:17 IST

Document	Issue Identified	Risk	Recommended Action
Employment Contracts (9/14)	IP assignment clause absent — inventions made during employment may not vest in company	HIGH	Execute IP assignment deeds with all 9 employees as CP to closing
SHA — Clause 8.3	Drag-along threshold set at 51% — investor syndicate cannot compel drag without founder cooperation	HIGH	Renegotiate drag-along to 75% or introduce investor majority trigger
MOA — Objects Clause	Objects clause does not include SaaS / AI activities — ultra vires risk for core business	HIGH	Amend MOA via special resolution before closing; file MGT-14
SHA — Clause 14.1	Anti-dilution is full ratchet, not weighted average — unusually punitive; market standard is WA	HIGH	Request amendment to broad-based weighted average formula
SHA — Clause 11.2	Right of First Refusal window is 7 days — below market standard of 15–30 days	MEDIUM	Extend ROFR notice period to 21 days
Employment Contracts	Non-compete period of 24 months — likely unenforceable under Indian law post-employment	MEDIUM	Note for client; reduce to non-solicitation clause for enforceability
SHA — Clause 6.1	Board composition: 3 founders, 1 investor seat — adequate for this stage	LOW	No action required; standard for Series A

📋

Term Sheet Benchmarking

AI analyses investor term sheets against market norms for the funding stage — flags red terms, confirms standard ones

✓ DEMO READY

Module v1.0

Startup Name

Round

Investor

Initialising…

○ Loading Series B market benchmarks (India, 2024–25)…

○ Parsing term sheet clauses…

○ Comparing valuation and governance terms…

○ Flagging investor-favourable deviations…

○ Preparing founder briefing…

AI Verdict

Term sheet is broadly market-standard for Series B in India consumer-tech. Two terms require negotiation: liquidation preference (1.5× non-participating is above market) and information rights (monthly financials within 10 days is operationally burdensome). All other terms are within acceptable range.

Term-by-Term Analysis — Bloom & Co. Series B2

Benchmarked against 47 comparable India rounds

⚑ Negotiate

Liquidation Preference

1.5× Non-Participating

Market standard at Series B is 1× non-participating. 1.5× is aggressive — in a moderate exit scenario, founders receive significantly less. Push back to 1×.

⚑ Negotiate

Information Rights

Monthly financials within 10 days

Standard is quarterly + annual. Monthly reporting within 10 days is operationally demanding for a growth-stage company. Negotiate to quarterly.

✓ Standard

Anti-Dilution

Broad-Based Weighted Average

This is the market standard. Full ratchet would be punitive; this is acceptable. No action required.

✓ Standard

Board Composition

3 Founders : 2 Investors : 1 Independent

Standard 6-person board with founder majority. Independent director appointment process should be agreed upfront.

◉ Watch

Vesting Acceleration

Single trigger on acquisition

Single trigger is standard. Double trigger (acquisition + termination) is better for founders — worth requesting but not a dealbreaker.

✓ Standard

Drag-Along

75% of all shareholders

75% threshold with founder veto for sub-liquidation-preference exits is market standard. Acceptable as drafted.

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Contract Drafting

Input deal parameters — AI generates a first draft in minutes, anchored to firm precedents

✓ DEMO READY

Module v1.0

Contract Type

Parties

Purpose

Governing Law

Confidentiality Period

Initialising…

○ Loading NDA precedent library…

○ Applying party-specific parameters…

○ Generating clause structure…

○ Inserting governing law and jurisdiction provisions…

○ Finalising draft for lawyer review…

⚖

Dispute Mapping

AI analyses all founding documents and party positions, then maps leverage, exposure, and settlement scenarios for mediation

✓ DEMO READY

Module v1.0

Company

Dispute Type

Party A

Party B

Initialising…

○ Parsing SHA, founder agreements, and cap table…

○ Identifying contractual rights of each party…

○ Assessing IP ownership and contribution records…

○ Modelling settlement scenarios and valuations…

○ Preparing lead counsel's mediation brief…

Party Positions

Founder A

Exiting · 34% Equity

Demands full vesting credit for 4 years of contribution. Claims ownership of core event-tech algorithm developed prior to company incorporation. Seeks ₹4.2 Cr buyout. Disputes good-leaver / bad-leaver classification.

Founders B & C

Continuing · 46% Combined

Assert bad-leaver provisions apply — unvested shares (18%) to be returned at par. Counter-claim: algorithm was developed on company time and resources; belongs to company. Offer ₹1.8 Cr settlement. Investor support behind their position.

AI Strategic Assessment for Lead Counsel

Founder A has moderate legal standing on vesting claim — no written bad-leaver trigger documented in SHA. IP claim is weaker; pre-incorporation work may be claimable but company has subsequent development on record. Recommended settlement range: ₹2.4–3.0 Cr. Entry position for lead counsel: focus on vesting ambiguity as leverage; offer IP indemnity in exchange for buyout discount.

Settlement Scenarios

3 Paths to Resolution

01

Negotiated Buyout — Founders B & C buy out Founder A's 34% at agreed valuation (₹2.6 Cr recommended). Founder A signs IP assignment deed and releases all claims. Clean exit, company continuity preserved.
✓ Recommended · Highest probability of acceptance
02

Staged Exit with Earnout — Founder A receives ₹1.6 Cr now + earnout tied to next funding round valuation. Retains 5% for 18 months, then compulsory transfer. Reduces immediate cash burden on company.
◉ Alternative if immediate cash is a constraint
03

Investor Arbitration — If no agreement, investor exercises drag-along to force buyout at independent valuation. Adversarial, costly, and risks company reputation with future investors.
⚑ Last resort — avoid if possible