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Portfolio Company Legal Health Check
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A framework for assessing legal and governance risk in your portfolio | acevedoventurelaw.com
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Risk AreaAssessment QuestionRating (1-5)Red FlagsRecommended ActionLast Reviewed
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Corporate Governance
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Is the board meeting regularly with documented minutes?No board meetings in 6+ months. No minutes on file.
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Are D&O insurance policies current and adequate?Lapsed coverage. Policy limits below industry standard.
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Is the company in good standing in all operating jurisdictions?Delinquent franchise taxes. Administrative dissolution risk.
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Are information rights being fulfilled (financials, cap table)?Investor not receiving quarterly updates. Cap table not shared.
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Capitalization
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Is the cap table accurate and reconciled to legal documents?Cap table does not match certificate of incorporation. Missing SAFEs.
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Are all equity grants properly authorized and documented?Options granted without board approval. Missing stock purchase agreements.
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Is the option pool sized appropriately for hiring needs?Pool depleted. Need to increase before next financing.
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Are 409A valuations current (within 12 months)?Expired 409A. Options being granted at potentially stale strike prices.
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IP / Technology
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Are all IP assignments in place for founders, employees, contractors?Missing IP assignments. Founder IP not transferred to company.
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Has the company conducted an open source audit?No open source policy. Using copyleft licenses in proprietary code.
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Are key technology licenses transferable in an acquisition?Change of control provisions that could block M&A.
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Employment / People
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Are employment agreements, CIIAs, and NDAs in place for all team?Missing agreements for early employees. No CIIA for contractors.
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Is the company compliant with labor laws in all operating states?Misclassified contractors. Multi-state hiring without registration.
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Are equity compensation plans properly administered?Late option grants. Missing 83(b) elections.
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Material Contracts
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Are key customer contracts assignable in an acquisition?Anti-assignment clauses in material customer agreements.
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Are there contracts with change of control provisions?Vendor contracts that terminate on change of control.
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Is the company meeting all material contractual obligations?Breach risk on SLA commitments. Unfulfilled milestones.
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Litigation / Regulatory
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Is there any pending or threatened litigation?Undisclosed threats. IP infringement claims.
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Is the company compliant with applicable regulations?Missing licenses. Data privacy non-compliance (GDPR, CCPA).
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Are there any unresolved tax issues?Unpaid payroll taxes. State tax nexus issues.
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Portfolio Health Score
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