Series A Legal Preparation for Technology Start-ups
The Legal Problem
Series A due diligence is the most consequential legal audit a technology start-up will face before an exit. Institutional venture capital investors conduct detailed IP chain of title reviews, founder and employee agreement audits, open-source license compliance assessments, and regulatory compliance checks before committing capital. Defects discovered during due diligence delay closings, reduce valuations, and sometimes kill deals.
The five most common Series A deal-killers for technology start-ups are: missing or defective IP assignment agreements; open-source license exposure in the core product; inventorship errors in pending patent applications; prior employer IP claims against a founder's core technology; and inadequate founder vesting structures that make the company uninvestable from an investor protection standpoint. All five are preventable with proper legal infrastructure at formation.
What guibert.law Delivers
- IP chain of title audit: tracing ownership from creation through assignment to the company
- Founder and early employee IP assignment agreement review and remediation
- Prior employer IP exposure analysis and opinion strategy
- Open-source license audit coordination and remediation strategy
- Founder vesting structure review: cliff, schedule, acceleration provisions
- Cap table legal review for Series A readiness
- Corporate clean-up: board consents, minute books, authorizations
guibert.law Insight
The IP chain of title audit looks for breaks in the chain between the person who created the technology and the company that claims to own it. The most common break is the contractor who wrote core code under an oral agreement — or under a written agreement that did not include an IP assignment clause. Under U.S. copyright law, a work made for hire by an independent contractor requires a written agreement designating the work as a work made for hire, or a separate written assignment. Oral agreements and unsigned contracts do not transfer copyright.
Related Articles
- Five IP Mistakes That Derail Technology Start-ups Before Series A
- Founder Vesting and IP Assignment: The Clauses That Matter Most to Series A Investors
- Delaware vs. Wyoming for Your Technology Start-up: A 2026 Entity Selection Guide
Attorney advertising. The information on this page is provided for general informational purposes and does not constitute legal advice. Prior results do not guarantee a similar outcome. © 2026 guibert.law