Version 1.0 User Guide
Legalese helps non-lawyers discover and execute the appropriate legal paperwork, by filling in spreadsheets, generating PDFs, and sending them out for signature.
THIS IS ALPHA!
This version of the product was developed in-house for internal use, and released in 2016 as an experiment in problem/solution fit. It is usable by very determined external end-users, but should be considered alpha.
We are working on a more user-friendly beta version, to be available in mid 2017. Proceed at your own risk! Unfortunately we are unable to offer user support for this v1 prototype, as all resources are devoted to v2 product development.
You will need a Google Apps account. If you use Gmail, Google Docs, or Google Drive, you already have one.
If you want to send papers out for e-signature, you will need an Adobe EchoSign account. You can start with a trial. If you don’t want to use EchoSign, you can just circulate the PDFs by email, and remind your recipients that Preview can create e-signatures. In future we may add support for other signing services.
These workflows, the first few to be published, are designed to support incorporation and early-stage fundraising in Singapore. In future we will add workflows to support other scenarios and other jurisdictions.
- At the heart of each step is a Google Docs spreadsheet. If you haven’t already run Tutorial 1, do that now.
- A Legalese spreadsheet contains information about your company and the parties it deals with, usually under the Entities tab. That’s where you inscribe the particulars about founders, investors, employees, volunteers, etc. If you’re raising a round, you will also need to fill out the Cap Table spreadsheet.
- Each tab in the spreadsheet produces one or more documents – a docset.
- The templates are filled based on the information in the spreadsheet.
- You should be able to fill in the Terms section of the spreadsheet on your own.
- If you don’t have all the particulars of each party, you can interrogate them directly, or Legalese can create a form from the spreadsheet, and you can just ask the parties to fill in the form with their details.
- The spreadsheet is configured at the bottom of the README sheet.
Once all the parties are fleshed out, and the terms are correct, click Legalese / Generate Papers. It’ll grind away for a few minutes, then the templates will fill in, and you’ll see a Google Docs draft of each resulting paper. That draft is editable, but not beautiful. You should see a beautiful version – a PDF generated by Adobe InDesign. This is done over the cloud, because most end-users don’t have Indesign installed.
What about a Word version? That’s a premium feature. If there’s enough demand for that feature, we’ll add it.
Sending out for Signature
When you’re happy with the document, hit Legalese / Send to EchoSign. You’ll need an EchoSign account, of course. The system will prompt you to sign in to EchoSign using OAuth.
Workflows and Papers
Legalese aims to provide end-to-end support for getting a startup through every major state transition.
- Articles of Incorporation. Constitutional Documents. Memorandum of Association. Articles of Association. First Directors’ Resolutions. Founder Vesting Schedule. ESOP Reservation.
Raising Early-Stage Investment
- Learn from Brad Feld’s blog or book or Wilmerding’s Term Sheets & Valuations.
- The negotiation starts with a Term Sheet.
- For friends-and-family rounds, Common Stock / Ordinary Shares Subscription Agreement is usually sufficient. For seed rounds involving professional angels, Convertible Note, KISS, or SAFE agreements are typical. These documents originated in the US. In other jurisdictions they need to be adapted. For example, Series Seed in Finland and India.
Alongside the main investment agreement, you’ll need a bunch of other paperwork: Shareholder Agreement. Investor Rights Agreement. Directors’ Resolutions Proposing Issue of New Securities. Members’ Resolutions Authorising Issue of New Securities. Pre-Emptive Rights Notice to Shareholders. How binding are term sheets, anyway?
Volunteer Agreement. Employment Agreement. Vesting Agreement. ESOP Agreement. Termination.
Nondisclosure Agreement (NDA). Product Contract. Service Contract.
Striking Off. Winding Up.
In the future we may add support for other workflows. If you can’t wait, see the developer guide below and add your own
Products & Services
The source code is opensource. The legal agreements are Creative Commons. To keep the lights on, we offer commercial services.
We do not offer legal advice
We do not tell you how to interpret legislation, what the terms of art mean, or how to apply the law to your specific situation. If you have questions about legal terms, or about any clauses beyond the core commercial terms of the agreements, or are contemplating a conflict or compliance situation, you should consult a lawyer with experience in your domain.
Examples for Developers
These examples walk you through:
- adding a new multi-function templates to Legalese.
- customizing an existing template.
A workflow involves one or more steps.
Each step involves one or more papers. (A paper is a document, an agreement, a deed, or some other boilerplate.)
Each paper involves zero or more parties. Each party is asked for signature.
Each paper is based on a template. Often, more than one template may be available and appropriate to your situation. Our template matrix compares alternative templates so you can hazard an educated guess. Following the vaguely passive-aggressive philosophy of mechanism, not policy we helpfully fill every template that might possibly suit your needs, leaving you to decide which one is actually most appropriate. Lawyers can breathe a sigh of relief here–your opinions are still valued!
Developer Technical Reference
In Legalese XML, any element with an
hhref attribute will be converted to a hyperlink. We do not use
href because that has a special meaning to InDesign. This is a common gotcha and needs to be put in the linter.
Technical Feature Wishlist
- Move the wishlist to an actual feature management system.
- In v3.0, implement hoisting of definitions as per request by Alexis 20150611010200.
- Associated request: linting of dangling pointers, etc – Capitalized Phrases that aren’t defined.