The Series Seed documents were an attempt to take a more modern technology-based approach to seed financing. By creating a simple public standard, we hoped to help reduce the time and costs of these transactions. With Version 3.0 we have attempted to move even further in this direction by creating a set of documents that are easier to use and storing these documents in a place where they can develop and spread more efficiently.
The focus for Version 3.0 is on making the Series Seed documents easier to use both online and offline. A larger percentage of closings happen almost entirely online and we modified the documents to make them work more easily with various software platforms. As one example, we’ve collaborated with the folks at AngelList to ensure that this version of the documents works with their online closing process. Accordingly, the bulk of the updates in Version 3.0 are formatting related. For example, the previous Investors’ Rights Agreement and Stock Purchase Agreement have been combined into one new document called the Stock Investment Agreement. We have also moved all of the variable definitions to the front of the document so that all of the changes in the document are in one easy to find location instead of scattered throughout the document. For the law nerds out there, we summarize the full list of edits in Version 3.0 here.
Version 3.0 will also begin using GitHub as the platform for managing the discussion and update process for the Series Seed documents. Engineers in our community use GitHub to showcase their work, solicit feedback, and make their project better through teamwork. We are taking a page from their playbook. Legal documents operate a lot like software (although they rely on a human interpreter) so GitHub is a logical place for these documents to reside. GitHub will also move the discussion away from the blog comments and private email chains to a more community oriented forum. For you luddites out there a Word copy will be available on this blog.
Using GitHub will also allow us to explore options for the documents that are clunky with a pure Word document. For instance, we could have multiple branches of the documents, like a “no blocking rights” branch of the documents where the preferred stockholders would not have a blocking right on an acquisition as they do in the main Series Seed documents. This “branch” would still receive changes made to the main documents. Branching will allow separate and distinct versions of the Series Seed documents that can all benefit from the common portions. For example, a particular venture fund could have its own version of the documents where the differences would be easy for entrepreneurs to see and understand. For those that haven’t used GitHub before but would like to try contributing via GitHub, we walk you through the process here.
The initial goal of the Series Seed documents was to create a simple set of form financing documents that community members could use as a standard to save time and money. We’ve had great success with these efforts as many companies took advantage of this free resource. With Version 3.0 we have attempted to further simplify the documents and modify them to work with evolving platforms. We hope you find this update useful and look forward to your feedback. I want to thank Jason Boehmig of Fenwick & West for his efforts in moving these documents forward. This is just one of the projects he is working on to help modernize the startup practiceSeries Seed Documents
Series Seed - Preferred Stock Investment Agreement
Series Seed - Restated Certificate of Incorporation
Redlines
Redline - Stock Investment Agreement 3-0 vs Stock Purchase Agreement 2-0
Redline - Stock Investment Agreement 3-0 vs Investors Rights Agreement 2-0
Redline - Restated Certificate of Incorporation - 3-0 vs 2-0Redline - Term Sheet - 3-0 vs 2-0
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Disclaimer
Neither I nor Fenwick & West, LLP assumes any responsibility for any consequence of using these documents. These documents have been prepared for informational purposes and is not intended to (a) constitute legal advice (b) create an attorney-client relationship (c) be advertising or a solicitation of any type. Each situation is highly fact specific and requires a knowledge of both state and federal laws and therefore any party should seek legal advice from a licensed attorney in the relevant jurisdictions. Both I and Fenwick & West expressly disclaim any and all liability with respect to actions or omissions based on this website.