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Pre-Deal Due Diligence

Legal Due Diligence for Startups and Investors

Digital Lawyers provides pre-deal legal due diligence for startup investments, funding rounds and cross-border transactions. We help investors understand the company they are investing in and founders prepare for investor due diligence. We review company ownership, cap tables, founder agreements, intellectual property, key contracts and regulatory requirements. You receive a clear report outlining the main legal risks, issues to resolve before closing and protections to consider in the investment documents. For international deals, we coordinate with local counsel and financial or technical specialists where needed.

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Our Pre-Deal Due Diligence Services

Our legal due diligence helps investors assess a company and founders address legal gaps before fundraising. We tailor the review to the business model, jurisdiction and proposed transaction.

Table of contents
  • Corporate Due Diligence and Cap Table Review
  • Intellectual Property Due Diligence
  • Key Contracts, Liabilities and Disputes
  • Regulatory and Cross-Border Due Diligence
  • Investor Readiness and Data Room Preparation
  • Due Diligence Report and Deal Protections
1.

Corporate Due Diligence and Cap Table Review

Corporate due diligence covers company registration, ownership records, share issuances and previous funding documents, including SAFEs and convertible loans. We also assess voting rights, founder vesting and employee equity to identify commitments or inconsistencies that could affect the investment.

2.

Intellectual Property Due Diligence

Our IP review focuses on ownership of software, trademarks and other key intellectual property, including assignments from founders, employees and contractors. It also identifies licence terms and third-party rights that could restrict how the company uses, develops or commercialises its technology.

3.

Key Contracts, Liabilities and Disputes

We assess important customer, supplier and financing agreements alongside disclosed disputes and liabilities. Particular attention goes to termination rights, exclusivity and consent requirements that could affect the transaction or the company’s operations.

4.

Regulatory and Cross-Border Due Diligence

Working with local counsel where needed, we assess licensing, regulatory and data protection requirements in the markets where the company operates. For fintech, crypto and Web3 businesses, this may include token classification and the regulatory status of their activities.

5.

Investor Readiness and Data Room Preparation

We help founders organise the legal data room, update ownership records and address missing agreements or approvals. This prepares the company for investor due diligence and helps reduce delays during a funding round.

6.

Due Diligence Report and Deal Protections

You receive a concise report explaining the main legal risks and recommended next steps. We identify issues to resolve before closing and suggest protections to include in the investment documents. Where needed, we coordinate with financial, tax or technical specialists.

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FAQ

What does pre-deal due diligence cover?

We review company formation, cap table, founder commitments, vesting, employee equity, early deals, and ownership of core IP to identify risks that may affect investor rights.

Do you check technology and IP ownership?

Yes. We verify that key technology is controlled by the company and confirm there are no IP restrictions, conflicts, or ownership gaps.

How do you handle cross-border compliance?

We assess regulatory exposure, licensing requirements, token classifications, data-handling obligations, and other compliance risks for international projects.

What deliverables do investors receive?

Investors get a clear risk map, a list of issues to resolve before signing, and practical options for negotiating terms — all in plain, actionable language.

Do you coordinate with other advisors?

Yes. When needed, we work with financial and technical auditors to close remaining gaps and ensure the deal is fully verified.

Why choose Digital Lawyers for due diligence?

We provide an unfiltered, factual picture of the deal, enabling informed investment decisions and minimizing surprises.