TODO.org

things todo

import each document in the legal.cf.sg _posts and establish backward compatibility [0/9]

2013-12-12-term_sheet_for_convertible_note.html 2013-11-03-convertible_loan_agreement.html 2013-12-01-purchase_agreement_for_convertible_note.html 2013-11-03-resolution_of_transfer_of_shares.html 2013-11-03-share_transfer_instrument.html 2013-11-03-shareholders_agreement.html 2013-11-14-consulting_agreement.html

create Google Spreadsheets API interface to read cap table

create Google Spreadsheets API interface to read key/value config

user-facing documentation to edit cap tables

import each document in the Y Combinator Series AA series

import each document in the Y Combinator SAFE series

read the SAFE primer

import each document in the Techstars model docs series

import JFDI’s Founder Agreement

import JFDI’s

http://e27.co/one-singapores-top-corporate-tech-lawyers-helping-little-guys-20150413/

what are the essentials?

• parties. infer jurisdiction from company location.
• amount.
• valuation. (enter the cap table.)
• discount
• type of security

View the drafts

• visualization of the terms and implications for each party
• easily try a different security type

display range of possibilities

• help to filter the range based on which are acceptable to investors.

make Legalese a library

that people can just import, similar to the OAuth library.

make Legalese an add-on

that doesn’t import a library.

for jfdi.2014

add to explanatory statement

this is a formality and we do not expect anyone to object

what happens if you don’t sign the agreement

what if you want to put more money in

[#C] figure out how to do PDF form elements so that EchoSigners can check various boxes and enter text amounts.

refactor the signature page and cover page so that all parties are automatically represented by default.

support cross references

support table of contents and TOC bookmarks

preemptive rights response form inspired by the example set by crayondata. need to do form response logic.

V39A

concatenate PDFs doesn’t quite do the right thing – ensure individual docs don’t each get the full set of recipients

improve schema management – we should be able to create a new startup, a new agreement, etc faster, with correctly populated templates.

because we are aware of the schema we should autopopulate the sheet with those variables, and only those variables, that are expected in the xml. we have previously done a little work in this direction, titled something like introspector.

this linter should verify, just before a run, that all the variables that an XML expects are available from the spreadsheet

clean up the overlap between the new share class creation variables and the new share issue variables.

figure out a better way to track the agreement dates (TODAY vs the actual signed date in the spreadsheet.)

collapse multiple hats to a single signer – if the same email address is signing in multiple roles, give them the same esnum

right now we send two emails and they are confusing.

for Kark

sent out the issue & allotment workflow

[2015-03-22 Sun 14:53] for tradegecko

draft amendment to articles of association describing the new share class

as regards the relationship with the underlying security

jfdi.2012 holds shares of TradeGecko in trust for the TGA shareholders

proceeds from the issuance of TGA shares shall be used solely to purchase additional shares in TradeGecko

as regards other classes of shares in JFDI.2012 – ordinary and Preferred ‘A’

the TGA class shall be firewalled from the rest of JFDI.2014 and enjoy no voting, notification, or preemption rights vis-a-vis the regular RCPS and Ordinary Shares, though of course any rights that TGA holders hold by virtue of their membership in the company via other classes of shares shall not be affected.

similarly the RCPS and other shareholders shall be firewalled from the TGA series except as required by law

as regards voting

as a minority shareholder we do not expect our vote to be decisive

shareholders of the TGA series will grant the JFDI.2012 directors discretion to

vote

offer other consents

act as a shareholder

certain votes at the director’s discretion will be referred to the TGA shareholders who will vote within their share class

draft members resolutions for issue of new share class

draft initial directors resolutions under 184A – alteration of AA

to represent the interests of our shareholders with respect to TradeGecko we resolve to issue a new class of shares, “TGA”, with the properties described in the attached Schedule of proposed amendments to the articles of association

to seek Member approval for

the creation of the new class

the issue of up to $$$ of new shares

give the corp sec authority to bizfile

draft subscription and shareholders agreement to new class of TGA shares

subscription agreement

pursuant to the JFDI.2012 subscription agreement which states that preemptive rights may be transferred to RCPS shareholders on commercial terms,

payment instructions to JFDI.2012

shareholder agreement

transfer limited to TGA, then JFDI.2012, then JFDI group shareholders, then TradeGecko shareholders

WAIT draft subsequent directors resolutions under 184A – issue and allotment

this is basically done – we have this docset ready.

to issue new shares to everybody who has subscribed

if the members give approval, to give corporate secretary authority to bizfile

fix up 3A using the same ab styling and get it submitted as a change

bugfixes

[#A] if the controller defines a form here and a form there do those forms’ onsubmits find the right sheet to update?

for 2015a

[#A] reformat all of Table A into the articles of association so we have something that’s submissible to banks and so on

[#A] review articles of association from 2013B and see if there are significant omissions in our 2015a version.

CANCELLED the issue of F shares also needs a preemptive waiver workflow for any shareholders who are not founders.

no they don’t – 115.9 covers this.

[#A] previously incorporated companies to adopt new articles.

CANCELLED [#A] draft paperwork to effect share exchange with Indian shareholders

there are potential complications regarding foreign ownership of Indian companies. for now i have added text to the shareholder agreement to protect new Investors’ interests.

need a combo bold and ucnum character class for the form45.xml

[#A] setup a workflow for each new company to authorise and issue class F shares to the founders.

[#A] setup a workflow for each new company for the directors to authorise the issue of the convertible note to JFDI.

[#A] this will include a resolution for the directors to sign the agreements

the issue of securities to JFDI needs to be preceded by section 161 workflow, with resolutions of directors and members. maybe this only happens at time of conversion or exercise. but better to get it out of the way now.

one of these workflows can be inside the regular Incorporation and the other will have to be separate because they both use the same variables.

add a director’s consent to legalese

update the creation of class f agreements for those teams that have already incorporated. create new sheet for those. create ROLES rows.

• Taembe.com
• Bakipa
• BoxGreen

issue founder agreement to neuroware at 5%

import memorandum of association

see JFDI.BOOTCAMP.pdf from JFDI.2012 – this text should go inside the Memo

import convertible note agreement

import shareholder agreement

import class f agreement

import volunteer agreement

[#C] merge employment agreement and internship agreement into volunteer agreement

[#C] create directors and members resolution docset to waive AGM for first two years until such time as the company ceases to be an exempt private limited.

for launch of legalese

go register a legalese project identity on github

restructure code.gs so that people can use it without having to actually have access to my echosign oauth credentials

restructure code.gs so it’s easier for people to use as an add-on without having to have (staling) source in each spreadsheet

republish all the currently private content under cofounders to legalese, with the echosign oauth creds scrubbed

confirm that https://some-legalese-thing.github.io works so we close at least one MITM attack vector for code insertion in the xml templates

chuck kiss and safe into it

add gender pronoun

for xml2pdf-lib.jsx, any paragraph that ends in “:” or “:–+” should have a “keep with next” turned on.

poll the esignature backend and automatically download all signed documents back into the agreement’s add_to folder

for [2015-03-26 Thu] at thehub

import KISSsing

import SAFE US

import SAFE Singapore

import Darius’s Note

import TechStars model docs

import Series Seed

IN

EU – FI

US

import YC Series AA

import