Series B legal preparation means getting four things closing-ready before term sheets land: a clean cap table, an investor-grade data room, a shareholders' agreement that already anticipates new investor rights, and equity documentation that won't stall the round. Lina runs this as fixed-fee corporate work, with lawyer response inside 30 minutes, a fixed-price quote within one hour, and typical delivery around 36 hours once scope is agreed. The line founders underestimate most is the option pool top-up and outstanding BSPCE or free-share grants that have to be resolved before signing, not cleaned up after.
- Series B legal preparation covers cap table cleanup, due diligence file, SHA updates and equity plan closure before term sheets arrive.
- Lina quotes fixed fees within one hour and delivers standard corporate work in about 36 hours in 2026.
- 82% of the volume drafting on a Series B file is handled by AI agents, with senior lawyer sign-off on every document.
- The most common closing delay in 2026 is an unresolved option pool or unvested founder equity, not the term sheet itself.
Why this matters
A Series B round moves faster than a Series A and involves more counsel on the other side of the table: a lead investor's law firm, sometimes a co-investor's, and occasionally in-house counsel if a strategic is participating. Every gap in your cap table, every unsigned NDA, every founder vesting exception gets flagged during diligence, and each flag costs days.
Founders who treat legal prep as a pre-round task rather than a during-round scramble close faster and negotiate from a stronger position. Lina's model is built for exactly this: senior lawyers handle negotiation and sign-off while AI agents handle the volume drafting — cap table schedules, disclosure letters, standard consents — so the legal team isn't the bottleneck when the investor's counsel sends a 40-item diligence request on a Friday.
What legal preparation for a Series B covers
The work splits into four fixed workstreams. Each has its own deliverable and its own set of decision points founders need to sign off on before the term sheet is executed.
| Workstream | Core deliverable | Who typically drives it |
|---|---|---|
| Cap table & equity | Fully diluted cap table, vesting schedules, option pool sizing | Founders + lawyer |
| Due diligence file | Data room, corporate file, IP assignments, material contracts | Lawyer-led, agent-assembled |
| Term sheet & SHA | Term sheet markup, updated shareholders' agreement | Lawyer, negotiated with investor counsel |
| Closing mechanics | Board resolutions, share issuance, filings | Lawyer + agents |
Each row has a separate section below because each one gets flagged, negotiated, or delayed independently — rarely does a Series B stall for a single reason.
Term sheet review: what changes between Series A and Series B
A Series B term sheet is heavier on governance and protective provisions than a Series A one. Liquidation preference stacking, anti-dilution mechanics, and board composition all get renegotiated because a new investor class is layering on top of the existing one.
Founders who skip a structured term sheet negotiation pass often accept boilerplate that conflicts with rights already granted to Series A investors — a stacked liquidation preference that erodes founder proceeds on exit is the single most common issue lawyers catch at this stage in 2026.
Verdict: negotiate the term sheet before you negotiate the SHA, not in parallel — the SHA has to reflect whatever the term sheet locks in.
Due diligence readiness: the file investor counsel will request
Series B due diligence is broader than Series A: expect requests covering employment contracts, IP assignment chains, GDPR/DPA agreements if you process EU personal data, material commercial contracts, and any prior convertible instruments still outstanding.
A proper legal due diligence for a fundraise pass, run before the data room opens rather than during buyer review, catches the gaps that would otherwise surface as a condition precedent to closing. Missing IP assignments from early contractors and unresolved consultant NDAs are the two items that recur most often on Series B files.
- Cap table with every SAFE, BSPCE and convertible note converted or scheduled
- IP assignment chain covering every founder, employee and contractor
- Material contracts flagged for change-of-control or consent clauses
- GDPR/DPA agreements current with every processor
- Board minutes and consents complete through the last financing round
Updating your shareholders' agreement before Series B closes
The Series A shareholders' agreement almost never survives a Series B unchanged. New investors want information rights, board seats or observer rights, and updated drag-along and tag-along mechanics that account for the new share class.
A shareholders' agreement lawyer reviewing the existing SHA against the new term sheet is the step that prevents a mismatch between what Series A investors were promised and what Series B investors are asking for — anti-dilution and pro-rata rights conflict more often than founders expect.
Best for: founders whose Series A SHA is more than 18 months old and predates any bridge or convertible round — those documents almost always need a full redraft, not a markup.
Employee equity plans and option pool refresh
Investors expect a refreshed option pool before they price the round, and that pool comes out of pre-money valuation, not post-money. Getting BSPCE or free-share grants issued and vesting schedules documented before the term sheet is signed avoids a last-minute scramble that delays closing.
Skip this and expect a closing delay of days, not hours — unresolved grants are a standard condition precedent on Series B term sheets in 2026.
“The most common Series B closing delay isn't the term sheet — it's an option pool that was never formally issued.”
Why Series B legal prep timelines vary
- Number of investors in the round — a single lead moves faster than a syndicate with two or three co-investors, each running their own counsel review
- Cross-border structure — a French SAS raising from a US or UK fund adds a layer of coordination on tax and governance terms
- Outstanding convertible instruments — unconverted SAFEs or bridge notes have to be resolved before the cap table is final
- Age and quality of the existing SHA — a redraft takes longer than a markup
- State of the data room — a founder who starts the data room after the term sheet is signed loses the time advantage entirely
- Employee equity backlog — unissued BSPCE or free-share grants awaiting formal documentation
Related questions
How long does Series B legal due diligence take?
Due diligence review timelines depend on how complete the data room is when investor counsel opens it — a founder who runs their own review beforehand, with standard corporate work delivered in about 36 hours per workstream, moves through investor diligence with far fewer follow-up requests than one who assembles the file reactively.
Do you need a new shareholders' agreement for a Series B round?
Yes, in nearly every case — the existing SHA has to be amended or replaced to reflect the new share class, updated liquidation preference stacking, and any new board or information rights the Series B investor negotiates.
What's different about Series B legal work compared to Series A?
Series B work involves more investor counsel, heavier governance terms, and a due diligence scope that covers employment, IP and commercial contracts in more depth than a typical Series A round; the core deliverables (cap table, SHA, term sheet, closing set) are the same, but the negotiation surface is bigger.
FAQ
What does series b legal preparation actually include?
Series b legal preparation covers four fixed workstreams: cap table cleanup, a due diligence file, a term sheet and shareholders' agreement update, and closing mechanics. Each has its own deliverable and its own investor-side reviewer.
How fast can a law firm quote Series B legal work?
Lina delivers a fixed-price quote within one hour of scoping the file, with lawyer response inside 30 minutes. Standard workstreams then deliver in about 36 hours.
Does AI handle Series B legal documents at Lina?
AI agents handle 82% of the volume drafting work — cap table schedules, disclosure letters, standard consents — while senior lawyers retain final review, negotiation and sign-off on every document.
What causes most Series B closing delays?
Unresolved option pool top-ups and unissued BSPCE or free-share grants are the most common cause, followed by outstanding convertible instruments that haven't converted before the round prices.
Is Series B due diligence different from Series A?
Series B due diligence covers more ground: employment contracts, full IP assignment chains, GDPR/DPA agreements and material commercial contracts, reviewed by more investor-side counsel than a typical Series A round.
Do convertible notes need to be resolved before Series B?
Yes, outstanding convertible notes or SAFEs need to convert or be scheduled before the cap table is finalized for a Series B, since investors price the round on a fully diluted basis.
How much does Series B legal work cost?
Costs depend on scope and are quoted as a fixed fee after a scoping call, typically within one hour of the request; there is no single flat number since Series B files vary widely in complexity.
One last thing
The founders who close Series B rounds fastest in 2026 start the legal file before the first term sheet conversation, not after — by the time investor counsel sends the diligence request list, the cap table, IP assignments and SHA amendments are already done, and the negotiation is limited to the terms that actually matter: valuation, liquidation preference, and board composition.
Get your Series B file scoped
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