Skill

legalcode-cap-table-review

Review, audit, and model cap tables for US startups at any stage — covering SAFE mechanics (post-money vs. pre-money conversion, MFN, pro-rata), convertible note conversion (discount, valuation cap, shadow preferred, interest accrual), option pool sizing and the option pool shuffle, anti-dilution adjustments (broad-based weighted average, full ratchet, narrow-based, pay-to-play, NVCA carve-outs), liquidation waterfall modeling (non-participating, participating, participation cap, liquidation multiples), and dilution scenario modeling across rounds. Identifies cap table errors, missing shadow preferred mechanics, incorrect fully diluted counts, and structural red flags. Benchmarks against NVCA October 2025 model documents and current market standards. Also triggers on: SAFE overhang, option pool shuffle, anti-dilution down-round modeling, founder dilution analysis, fully diluted share count, pre-money and post-money ownership, 409A cap table implications, QSBS eligibility check, warrant overhang, shadow series mechanics, liquidation preference overhang, Series A cap table review, cap table due diligence, Carta / Pulley export review, and conversion scenario modeling ahead of a priced round, M&A, or secondary transaction.