This article outlines the interaction between lawyers and their clients on the platform.
Registering Legal Counsel
- The company starts the Register Legal Counsel workflow, and inputs the contact information for their preferred counsel.
- The platform sends an invitation to the lawyer to login or create a new account.
- The lawyer will indicate which of the available workflows should always require their review, and which workflows can be set to review optional.
- The company will either agree with the review settings, or may send a revised list of workflows requiring legal review.
- Once both parties sign off on the settings, the company will be able to start running workflows.
If the company has multiple lawyers (for example an IP lawyer and a corporate lawyer), they should register their corporate counsel, as they will be the one to review the documents generated by the platform.
Available Company Information
Once a company has invited you to their account, you'll see the following information:
- Equity & Financing Panel
- Includes: Cap Table, Next Round Planner, Exit Scenario Planner, Fundraising, Stock Ledger, Equity Transactions, Employee Equity Report
- HR Panel
- Includes: Employee Overview Report, Onboarding Task Report if applicable, Offboarding Task Report if applicable, Org Chart, Employee Compensation Report, Employment Status Report, EEO Report, Headcount chart
- Counsel Panel
- Involvement Settings, Team Management
- Data Room
- Directory
- User Directory, Companies and Firms
- Board & Stockholder Panel
- lists what board consents and shareholder consents are completed or in progress
- Company Profile Panel
Simply put, you, the lawyer, have an almost identical view to the full company access view that a company executive has.
Running Workflows
Either the lawyer or the company can run a workflow. If the company runs the workflow, there will be an additional legal review step for all workflows set to review required. For workflows set to review optional, the company will be presented with the option to add the legal review step and send the generated documents to outside counsel for review.
Note that some workflows, such as issuing stock certificates, will always require legal review.
Legal Review
1. Company sends documents to counsel
If the company runs a workflow, they'll eventually get to the Checkpoint, where they will have the ability to view the documents and make edits as needed. If they think the documents are ready to submit, they'll click continue and the platform will either send the document to the lawyer automatically if legal review is required, or send the documents to the lawyer if the user selects to send to counsel for review if legal review is optional.
It is important that the company does not send the documents to the lawyer unless they're ready to go out for signature. If you, the lawyer, approves the documents, they will be sent out for signature.
2. Lawyer reviews
The lawyer is presented with the documents. You can either accept the documents which will then send out the documents for signature, or you can change terms or make textual edits and click the Request Changes button to send it back to the company so they can incorporate your suggested changes. More details on this are outlined in this article.
The lawyer is also given information about the last time they reviewed this template. For example, if the lawyer reviewed this exact offer letter template yesterday with another client, the platform would remind them of that. Keep in mind that simplicity in this process is key - the process works best when only substantive changes are made!
3. If the lawyer requests changes, the workflow goes back to the company. If the lawyer accepts, it goes out for signature.
When the lawyer reviews the document, they can make edits (which counts as requesting changes to the document as written). This goes back to the company. If the lawyer accepts the terms as they are and makes no changes, it goes to the next step in the process (for example the board members might be asked to sign the board consent).
Terminating the Relationship
Both the lawyer and the company have the ability to terminate the lawyer-client relationship at any time. If the company stops the relationship, they will have many of their workflows locked (see a few examples of locked workflows here).
Updating Counsel Settings
As described above, Counsel Involvement Settings defines which workflows will require lawyer review and which workflows will have optional lawyer review. Either the lawyer or the company can decide to propose changes for these settings at any time. However, the changes will not be complete unless the other party agrees to the proposed changes. For step-by-step instructions on how to change counsel involvement settings, see our article here.
Additional Resources
Fidelity Private Shares LLC provides cap table management and other administrative services to private companies and their equity compensation plans.
Fidelity does not provide legal or tax advice. The information herein is general in nature and should not be considered legal or tax advice. Consult an attorney or tax professional regarding your specific situation.
Fidelity Private Shares LLC
© 2024 FMR LLC. All rights reserved.
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