Skill

legalcode-safe-review

Review YC post-money SAFEs (Simple Agreements for Future Equity) clause-by-clause for founders, investors, and counsel — covering valuation cap mechanics and Company Capitalization denominator, discount rate analysis, MFN clause triggering and scope, pro rata rights (in-form and side letter), conversion mechanics across all trigger events (equity financing, liquidity event, dissolution), amendment and majority-in-interest provisions, and non-standard modifications. Benchmarks every material term against the current YC post-money templates (v1.1/v1.2, February 2023 update) and market data (Carta Q3 2024). Classifies deviations as STANDARD / FLAG / RED FLAG with dual-perspective framing (founder view and investor view). Models ownership percentage at conversion. Identifies template drift (modifications beyond blank-filling). Reviews accompanying side letters (pro rata, information rights, board observer, MFN extension). Flags securities law compliance gaps (Reg D Form D, accredited investor verification, Blue Sky notices) and tax risks (IRC § 1202 QSBS, Section 409A timing). Produces confidence-scored, jurisdiction-aware analysis with prioritized redlines and a Glass Box audit trail. Use when reviewing, negotiating, or advising on a YC-form SAFE, any SAFE variant, uncapped MFN SAFE, discount-only SAFE, or post-money SAFE side letter at pre-seed, seed, or bridge stage. Also triggers on: post-money cap calculation, Company Capitalization definition, valuation cap vs. discount comparison, shadow preferred stock at conversion, SAFE conversion mechanics, Liquidity Capitalization, MFN notification window, pro rata side letter scope, majority-in-interest amendment, QSBS clock for SAFEs, and YC template modification detection.