We sign the Series A articles with Alpha Ventures on Friday. Could you check Article 11, the forced-sale clause, before I do?
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FOUNDERS - 45%
INVESTORS - 55%
Article 11 - Drag-along
draft v111.1 If Shareholders holding more than fifty percent (50%) of the Shares propose to sell all their Shares to deleted: a purchaserinserted: a bona fide third party purchaser, they may require the other Shareholders to sell all their Shares to that purchaser on the same terms.
11.2 The Drag Notice must be received at least five Business Days before completion.
I've changed 'a purchaser' to 'a bona fide third party purchaser' in Article 11.1.
Why does that matter? Alpha wants the best price too.
Usually, yes. But a buyer connected with Alpha could create a conflict over the price, while you are forced to sell. This wording calls for a genuine, independent buyer.
Makes sense. Approved - send it to Alpha Ventures.
Expert-written criteria
- Risk spotted1/1
- 11.1 amended1/1
- 11.2 checked0/1
To improve
11.2 gives only five Business Days’ notice. Propose a longer period, for example twenty.
Illustrative result
General Comments
You spotted the connected-buyer risk and fixed 11.1 precisely.
Final Feedback
Read the whole clause: 11.2's notice period is very short.
Evaluation Groups
Well done
You explained the conflict a connected buyer could create.
Evidence
a buyer connected with Alpha could create a conflict over the price
Well done
You inserted the required purchaser qualification.
Evidence
a bona fide third party purchaser
Check the whole clause for other risks to the founders.
To improve
11.2 gives only five Business Days’ notice. Propose a longer period, for example twenty.
Evidence
The Drag Notice must be received at least five Business Days before completion.
Communication Quality - Email Drafting
I have changed 'a purchaser' to 'a bona fide third party purchaser', so a forced sale needs a genuine, independent buyer. I also suggest a longer notice period in 11.2: five Business Days is too short to review a forced sale.
A Series A deal. You act for the founders; Alpha Ventures leads the investors.
Read this walkthrough as text
- Cast. A Series A deal. Founders hold 45%: Clara Dupont (co-founder, your client; played by AI) and you (the founders' lawyer). Investors hold 55%: Alpha Ventures, lead investor. The document is the Articles of association, draft v1, signing Friday.
- Brief. Clara Dupont (Co-founder - your client; AI), just now: "We sign the Series A articles with Alpha Ventures on Friday. Could you check Article 11, the forced-sale clause, before I do?" Attachment: Articles of association - draft v1.
- Clause, draft v1. Article 11 - Drag-along. 11.1 If Shareholders holding more than fifty percent (50%) of the Shares propose to sell all their Shares to a purchaser, they may require the other Shareholders to sell all their Shares to that purchaser on the same terms. 11.2 The Drag Notice must be received at least five Business Days before completion. The bar shows Founders 45% and Investors 55% - Alpha leads. Your note: "Could the buyer be connected with Alpha?"
- Amendment, draft v2. Deleted: "a purchaser". Inserted: "a bona fide third party purchaser". Status: You posted comments on the draft (v2). For Clara's approval, then to Alpha Ventures.
- Messages.
- You, the lawyer: "I've changed 'a purchaser' to 'a bona fide third party purchaser' in Article 11.1." Read by Clara.
- Clara Dupont, on: bona fide third party purchaser: "Why does that matter? Alpha wants the best price too."
- You, the lawyer: "Usually, yes. But a buyer connected with Alpha could create a conflict over the price, while you are forced to sell. This wording calls for a genuine, independent buyer."
- Clara Dupont (AI): "Makes sense. Approved - send it to Alpha Ventures."
- Annotation beside the insertion: Clara (AI) approved your change.
- Scorecard. FINAL EVALUATION SCORECARD: 2 / 3, Good. Risk spotted 1/1. 11.1 amended 1/1. 11.2 checked 0/1 (the words "five Business Days" are marked in the document). To improve: 11.2 gives only five Business Days’ notice. Propose a longer period, for example twenty. Scored by an AI evaluator against expert-written criteria. Illustrative result.
- General Comments: You spotted the connected-buyer risk and fixed 11.1 precisely.
- Final Feedback: Read the whole clause: 11.2's notice period is very short.
- Risk spotted, evidence: "a buyer connected with Alpha could create a conflict over the price".
- 11.1 amended, evidence: "a bona fide third party purchaser".
- 11.2 checked (0/1): Check the whole clause for other risks to the founders. Evidence: "The Drag Notice must be received at least five Business Days before completion."
- Suggested Rewrite (Unscored coaching): I have changed 'a purchaser' to 'a bona fide third party purchaser', so a forced sale needs a genuine, independent buyer. I also suggest a longer notice period in 11.2: five Business Days is too short to review a forced sale.
Scenario overview
One matter, start to finish.The Friendly Buyer.
From file to feedback.
Each scenario runs like a real matter, in three stages.Read the file. Advise the client. See what your advice caught, and what it missed.
-
01
Review the file
Clara asks you to check the Series A articles before Friday’s signing.
Articles of association · excerpt
Article 11 · Drag-along11.1 Shareholders holding more than fifty percent (50%) may require the others to sell to a purchaser on the same terms.
11.2 The Drag Notice must arrive at least five Business Days before completion.Check 1 · Risk. Could the purchaser be connected with Alpha?Check 2 · Amendment. Does 11.1 require an independent buyer?Check 3 · Notice. Is five Business Days enough time?Illustrative excerpt -
02
Act on the matter
Amend the clause, explain the buyer risk, and respond to your client.
Drafting desk · Article 11.1
Your amendment for ClaraShareholders propose to sell to
Original clausea purchaserYour revisiona bona fide third party purchaserA buyer connected with Alpha could leave the founders with a low price. Require a genuinely independent buyer.
Clara’s response“Makes sense. Approved — send it to Alpha Ventures.”
Illustrative clause amendment -
03
Learn from feedback
See what you caught, what you missed and why.
2 / 3 GoodCheck 1 · Caught. You spotted the connected-buyer risk.Check 2 · Caught. You amended 11.1 to require a bona fide third party purchaser.Check 3 · Missed. You did not raise 11.2’s five Business Days’ notice period.Next time. Read the whole clause and propose a longer notice period, for example twenty Business Days.✓ caught · ✕ missed · → next time
Illustrative feedback
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