Due Diligence

Uncover Risk Before You Close the Deal

Attorney-led review of corporate structure, contracts, IP, and compliance so investors and startups can move forward with confidence.

Spiegel & Utrera, P.A.

A U.S. Law Firm Since 1990

Lawrence J. Spiegel, Esq.
VC Attorney
35+
Years Practice
650K+
Formed
4.9
Google

What Our Clients Say

Incredible people work at this office. They made starting my LLC simple and stress-free. Their team was professional, responsive, and explained every step clearly. They handled all the paperwork efficiently, saving me time and hassle. Highly recommend them for anyone looking to establish a business!
Dominick HidalgoAmazing experience

Testimonial 1 of 6

Attorney ready to lead venture capital due diligence

Why AmeriLawyer

Attorneys Who Run Diligence for a Living

You are not guessing what investors will flag. Our attorneys identify legal, structural, and compliance risks early so negotiations stay strong and post-closing surprises stay low.

What attorney-led due diligence includes

  • Review of corporate records, contracts, IP, and compliance materials
  • Early identification of red flags and structural issues
  • Clear risk assessment for investors and founders
  • Actionable recommendations before closing

The Process

How Our Due Diligence Process Works

Four clear steps designed to uncover risk and validate the integrity of your transaction.

  • Document Collection
  • Comprehensive Review
  • Risk Assessment
  • Detailed Report

Ready to Start Your Due Diligence Review?

Attorney-backed · VC counsel · No hidden fees

01

Document Collection

Organized intake
  • We gather corporate documents, contracts, and IP records
  • We organize financial, regulatory, and compliance materials
  • You get a structured data room approach from the start
02

Comprehensive Review

Attorney-led analysis
  • We analyze governance, contracts, and capitalization
  • We review IP ownership, employment terms, and compliance status
  • We flag inconsistencies and liabilities early
03

Risk Assessment

Clear exposure map
  • We evaluate legal, regulatory, and operational exposure
  • We identify issues that can affect investor confidence
  • You understand what matters before negotiations harden
04

Detailed Report

Actionable findings
  • We deliver a clear diligence report with findings and red flags
  • We recommend practical next steps to mitigate risk
  • You close with a documented path forward

Ready To Talk To A Real Attorney?

Our legal team is available Monday through Friday. Call us or book a free video consultation.

Call Us Directly

1-800-734-9900

Monday through Friday, 8:30 AM to 5:30 PM ET

Common Questions

Due Diligence FAQs

Still have questions? Talk to an attorney!

A term sheet is a non-binding document that outlines the key economic and governance terms of a venture capital investment. It serves as the roadmap for definitive agreements and addresses critical items such as valuation, equity percentage, liquidation preferences, board structure, investor rights, and protective provisions. Although non-binding, the term sheet sets negotiating expectations, establishes deal structure, and prevents misunderstandings before moving into detailed legal documentation.

A SAFE (Simple Agreement for Future Equity) is a contract that converts to equity during a future priced round, typically without interest or a maturity date. Convertible notes are debt instruments that accrue interest and convert to equity, usually at a discount or valuation cap. Equity financing involves issuing actual shares immediately as part of a priced round. Each instrument has different implications for valuation, dilution, control, and tax treatment. We help you determine the best option based on your fundraising strategy and stage.

The core legal documents typically include: a term sheet, stock purchase agreement, amended and restated charter, investor rights agreement, voting agreement, right of first refusal and co-sale agreement, board consents, and ancillary corporate approvals. The exact package varies depending on round type (Seed, Series A, etc.), investor requirements, and company structure. We prepare, negotiate, and review all necessary documentation to ensure compliance and protect your long-term interests.

Due diligence is the process investors use to verify the legal, financial, operational, and technical condition of a company before investing. Founders should prepare corporate records (charter, bylaws, minutes), an accurate cap table, financial statements, material contracts, IP assignments, employment agreements, regulatory filings, tax records, and any documentation related to risk or liabilities. Being organized can significantly accelerate closing and improve investor confidence.

Yes. All fundraising activity must comply with federal securities laws (SEC regulations) and applicable state "blue sky" laws unless a valid exemption applies. Common exemptions include Regulation D (Rules 504, 506(b), and 506(c)) and Regulation S for offshore offerings. Non-compliance can lead to rescission rights, penalties, or enforcement actions. We help ensure your offering is structured and documented correctly under all applicable securities laws.

A venture capital fund is an investment vehicle that pools capital from limited partners (LPs) to invest in startups. Most VC funds are structured as limited partnerships, where the fund manager acts as the general partner (GP) and LPs provide capital and receive economic returns. The structure typically includes the fund entity, a GP entity, and often a management company entity. We help establish fund structures, draft partnership agreements, and ensure full compliance with securities and tax regulations.

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