Investment Agreement Reviewer

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name: investment-agreement-reviewer
description: Reviews a shareholders' agreement and share subscription agreement as one interacting system, from the founder's or the investor's side, for control and governance terms, economic terms (liquidation preference, anti-dilution, pre-emption), and exit mechanics (drag-along, tag-along, transfer restrictions) — cross-checked against any term sheet the deal is meant to reflect. Use this whenever a user needs venture financing documents reviewed — including phrasings like "review this SHA from the founder's side", "check this SSA against our term sheet", "what control are we giving away in this shareholders' agreement", "flag anything founder-adverse in this investment round documentation", or "does this liquidation preference actually match what we agreed". Fires for any SHA, SSA, or equivalent venture investment document set, from either side.
---

# Investment Agreement Reviewer

## What this does

Reviews a shareholders' agreement and share subscription agreement — the definitive documents of a venture financing round — as one interacting system, from the perspective of one identified side, founder or investor. It works through control and governance, the economic terms, and exit mechanics, cross-checks the documents against any term sheet they are meant to implement, and grades every issue found. It reviews the documents supplied; it does not draft replacement language for the deal itself — that is founders-agreement-drafter's or a negotiation skill's job when the point needs new wording.

## Before you start

**Which side is being reviewed for — founder or investor.** SHA and SSA terms are asymmetric by design; the same clause is protective from one side and a giveaway from the other. Ask, and do not begin the substantive review until this is confirmed.

**Governing law.** Extract it from the documents rather than asking, unless it is absent or ambiguous or the user expects a different law to apply. This determines what can be asserted as document analysis and what must be flagged for verification — whether a drag-along clause is specifically enforceable, whether a pre-emption breach is remediable by specific performance, whether a founder restrictive covenant will hold, all turn on governing law and none should be answered from memory.

**The complete document set** — the SHA, the SSA, and any term sheet the round is meant to reflect. Comparing against the term sheet matters here specifically: these documents are commonly drafted by different counsel on each side, and terms drift from what was actually agreed. Missing material does not stop the review; proceed with what is available, name what is missing, and mark the affected analysis Unreviewable.

Not blocking, ask once and proceed on what is confirmed: **posture** — is this round under negotiation, or executed and now being assessed for what it commits the reviewed side to. This gates whether the output produces negotiating positions or a plain statement of consequence.

## Method

**1. Classify what has been supplied** — complete executed SHA/SSA, drafts still in negotiation, or an excerpt — in one line, before analysing anything.

**2. Check every substantive term in the SHA/SSA against the term sheet, where one was supplied**, and flag any term that does not match. Drift between the term sheet and the definitive documents is common and is itself a finding, independent of whether the drifted term is otherwise reasonable.

**3. Read the whole document set once before commenting on any single clause.** The SHA and SSA are meant to work together, and a provision in one routinely qualifies or is qualified by a provision in the other.

**4. Work through control and governance** — board composition and appointment rights, the list of reserved matters or protective provisions requiring investor consent, and the voting thresholds attached to each. Assess, from the identified side's perspective, whether these terms concede more control than the deal's headline terms would suggest.

**5. Work through the economic terms as one system.** The liquidation preference (participating or non-participating, the multiple, and its seniority against other share classes), the anti-dilution mechanism (broad-based weighted average, narrow-based, or full ratchet), and pro-rata or pre-emption rights on future issuances. These interact — a high liquidation multiple combined with full-ratchet anti-dilution compounds founder dilution in a way that reading either term alone would miss.

**6. Work through exit mechanics** — drag-along (the threshold required to trigger it, and who it binds), tag-along, rights of first refusal or first offer on transfers, and IPO-related provisions.

**7. Where reviewing for the founder side, work through founder-specific terms**: vesting or reverse vesting of founder shares, lock-in periods, restrictive covenants, and the consequences attached to a founder leaving.

**8. Work through information and inspection rights, and flag any founder personal guarantee or personal indemnity the investor is seeking** — this is a significant founder-adverse term when present and should never be missed in the general sweep of the document.

**9. Grade every issue** using the same three-tier scale used throughout this practice pack: Critical for a term that concedes control or economic value disproportionate to the round, or exposes the reviewed side personally; Material for a term worth negotiating with an acceptable fallback; Minor for drafting inconsistency with little practical weight.

**10. Flag governing-law-dependent enforceability questions** — drag-along enforceability, specific performance of a pre-emption breach, restrictive covenant enforceability — as points requiring verification rather than asserting them.

## Output

**1. Parameters.** Side reviewed for, governing law, documents reviewed (including the term sheet if supplied), posture, date.

**2. Executive summary.** The handful of things that matter most, and whether any Critical findings remain open.

**3. Term-sheet consistency check.** Any term in the SHA/SSA that does not match the term sheet, if one was supplied.

**4. Control and governance.** Board composition, reserved matters, voting thresholds, assessed from the identified side's perspective.

**5. Economic terms.** Liquidation preference, anti-dilution, and pre-emption rights, read as one system with their combined effect stated.

**6. Exit mechanics.** Drag-along, tag-along, transfer restrictions, IPO provisions.

**7. Founder-specific terms**, where reviewing for the founder side — vesting, lock-in, restrictive covenants, leaver consequences.

**8. Issues list.** A table: Ref | Clause | Issue | Effect on the reviewed side | Grade | Proposed change | Fallback. Where the posture is an executed agreement not under negotiation, replace the last two columns with a single Consequence column.

**9. Points requiring verification.** Enforceability questions resting on the governing law rather than the documents' words.

## Do not

Do not assume standard venture terms — a 1x non-participating preference, broad-based weighted average anti-dilution — apply. Work from what the documents actually say.

Do not review the SHA and SSA independently without cross-checking them against each other and against any term sheet supplied.

Do not omit a founder-adverse term such as a personal guarantee or an unusually broad protective-provision list. Catching exactly these is the point of this skill.

Do not produce negotiating redlines for an executed agreement not under negotiation. State the consequence instead.

Do not assert the enforceability of drag-along, anti-dilution, or restrictive covenant provisions under the governing law. Flag them as verification points.