When the plan becomes an offering document
Founders often think of the plan as marketing, but once it is used to raise capital, statements in it can be measured against the securities laws. Misstated revenue, overstated customer commitments, or projections presented without a reasonable basis can lead to investor claims later, even in a small private round. Forward-looking statements are expected in a venture plan; what matters is that they are presented as projections, that the assumptions behind them are explained, and that known risks are not left out. How the plan is distributed also matters, because private offering exemptions limit who can be approached and how. A legal read before circulation costs far less than correcting a misleading statement after money has changed hands.
Checking the assumptions the plan rests on
Many plans assume things a lawyer should look at: that the company owns its technology, that a planned product needs no license or approval, that a partner has actually committed, or that a market can be entered without regulatory hurdles. Founders who wrote code or developed ideas before the company was formed, or while employed elsewhere, should confirm that those rights were properly assigned to the company. Plans in regulated areas, such as health data, lending, or cannabis, often understate the time and cost of compliance. The capitalization described in the plan should match the signed documents. These are the questions careful investors raise in diligence anyway, and answering them first strengthens the plan.
Reading the plan as investor counsel would
In a first session we read the plan the way an investor's counsel would, flagging statements that need support and assumptions that need legal work behind them. We look at the corporate structure, founder agreements, and IP assignments, and we talk through how you plan to raise money, whether from friends and family, angel investors, a priced round, or convertible instruments. Bring the current deck, the financial model, the formation documents, and any term sheets or investor conversations already underway. The goal is a plan you can stand behind when investors start asking hard questions.
