Liquidation Waterfall
Model seniority of claims, conversion mechanics, and participation to show proceeds distribution under exit multiples and carve-outs.
A consistent package reduces negotiation time, clarifies economic outcomes, and preserves audit-ready records for compliance. Properly prepared forms help enforce investor rights, support tax reporting, and document material representations and warranties under securities and corporate law.
Stakeholders on both sides of a financing rely on these materials to make decisions, allocate risk, and satisfy legal and tax requirements.
Often a partner or authorized representative with power to bind the fund; reviews term sheet economics and executes subscription documents on behalf of limited partners after internal approvals.
Signs on behalf of the company, certifies corporate authority and disclosures, and coordinates delivery of financial schedules and legal consents required by the subscription agreement.
Optica standardized subscription packets for speed
Tech Data integrated eSign workflows into deal approvals
Concise summary of economic terms, investor rights, and conditions precedent. Use plain, consistent clauses to reduce confusion during negotiation and to anchor the definitive documents.
Legal contract documenting purchase amount, representations, and closing mechanics. It must match wire instructions and investor identity details exactly to avoid funding delays.
Dynamic spreadsheet reflecting current equity, options, and post-money scenarios. Include waterfall outputs for liquidation preferences and conversion mechanics to show investor outcomes.
Organized exhibits: corporate records, IP assignments, financial statements, and material contracts. Indexed attachments shorten legal review and support disclosure responses.
Marks agreement in principle and starts exclusivity and negotiation timelines.
Draft and circulate subscription and investor rights agreements for review.
Resolve legal, financial, and operational conditions precedent.
Receive funds, update cap table, and deliver closing certificates.
Provide a completed W-9 upon payer request to avoid backup withholding.
File by January 31 for nonemployee compensation to recipient and IRS.
State annual reports and franchise taxes follow state-specific deadlines and may impact good standing.
Deliver material disclosures and amendments promptly per agreement timing.
Individual returns due April 15; extensions through Form 4868 apply where appropriate.
Model seniority of claims, conversion mechanics, and participation to show proceeds distribution under exit multiples and carve-outs.
Present pre- and post-money ownership across financing sizes, option pool expansions, and convertible instruments to illustrate investor and founder stakes.
Run sensitivity analyses on key drivers—revenue growth, exit valuation, and multiple—to show valuation ranges and investor IRR impacts.
List affirmative and negative covenants, information rights, and board composition clauses that affect governance and operational flexibility.
Identify tax elections, potential withholding obligations, and information returns that parties must file following the closing.
Compile final deliverables, consents, officer certificates, and wiring confirmations required to effect a clean closing.
| Field | Configuration |
|---|---|
| Signer Authentication | Email, SMS code, or KBA |
| Signing Order | Sequential or parallel |
| Reminders | Automatic email nudges |
| Retention | Store signed copies and audit trail |
| Criteria | Term Sheet | Subscription Agreement |
|---|---|---|
| Primary Purpose | outline economics | binding sale contract |
| Typical Formality | non-binding | executed and binding |
| E-sign Friendly | ||
| Notarization | rare | rare |
| signNow | DocuSign | Adobe Sign | PandaDoc | HelloSign | |
|---|---|---|---|---|---|
| Starting Price | $8/user/mo | $15/user/mo | $14/user/mo | $19/user/mo | $15/user/mo |
| Free Trial | 7-day free trial | Yes | Yes | Yes | Yes |
| Bulk Send | Yes | Yes | Yes | Yes | No |
| Audit Trail | Yes | Yes | Yes | Yes | Yes |
| HIPAA Compliant | Yes | Yes | Yes | No | No |
| Envelope Cap | No cap | 100 envelopes/user/year | Varies by plan | Varies by plan | Varies by plan |