What is a Fractional General Counsel?

A Fractional GC gives you senior-level legal leadership — the kind of judgment you'd get from a $250K+ in-house hire or $900/hour Big Law partner — on a predictable monthly retainer. You get the expertise without the overhead.

What types of startups do you work with?

We work primarily with venture-backed startups from pre-seed through Series B across SaaS, fintech, healthtech, and emerging technology.

How is this different from a traditional law firm?

Traditional firms bill by the hour, staff junior associates on your work, and take days to respond. Flux provides senior counsel directly, charges a flat monthly fee, and communicates on Slack, email, or video — however your team works.

What does flat-fee pricing include?

Each tier includes a defined scope of legal support. No hourly tracking, no surprise invoices. If something falls outside your plan, we'll tell you upfront before any additional work begins.

Can you help with fundraising?

Yes — from SAFEs and convertible notes to priced equity rounds. We handle investor negotiations, term sheet review, deal documentation, and closing execution for Seed through Series B.

What's the relationship between Flux and Rubicon Law?

Flux is a productized offering powered by Rubicon Law, a boutique firm with 20+ years of experience advising hundreds of startups. You get Rubicon's depth of experience in a streamlined, subscription-based format.

How quickly can I get started?

Book a free intro call. If we're a fit, most clients are onboarded within a week. No lengthy engagement letters or committee approvals.

The Startup Due Diligence Checklist: What Investors Look For

Due diligence is the investor's verification process — confirming that your company is what you say it is and that there are no hidden legal problems. Having your documents organized before fundraising starts saves 2-4 weeks on closing timelines and signals to investors that your company is well-run.

Why Due Diligence Matters

Every institutional investor (and most sophisticated angels) will request a due diligence package before closing an investment. They're looking for two things:

Confirmation that the legal foundation is sound — proper formation, clean cap table, IP ownership, compliant employment practices.
Red flags that signal risk — missing documents, unresolved disputes, sloppy governance, or structural problems that could create liability.

The speed and quality of your diligence response directly affects investor confidence. Companies that respond within 48 hours with a well-organized data room close faster and negotiate from strength. Companies that scramble for weeks to assemble documents create doubt.

The Complete Checklist

Corporate Formation & Structure

Certificate of Incorporation (and all amendments)
Bylaws (current version)
Certificate(s) of good standing from Delaware and any state where you're qualified to do business
EIN confirmation letter from the IRS
State qualification filings (foreign entity registrations in states where you have employees or operations)
Organizational chart showing all subsidiaries, if any

Capitalization

Board & Governance

All board consents and written resolutions (chronological)
Board meeting minutes, if any
Stockholder consents
Voting agreements
Investors' Rights Agreements
Right of First Refusal and Co-Sale Agreements
Indemnification agreements for directors and officers

Intellectual Property

All CIIAA / IP assignment agreements (founders, employees, contractors)
Pre-incorporation IP assignment documentation
Trademark registrations and applications
Patent applications and registrations, if any
Domain name registrations
Open source software audit (or list of material OSS dependencies and their licenses)
Any IP-related disputes or claims

Employment & HR

All employee offer letters and employment agreements
Independent contractor agreements
Advisor agreements
Employee handbook (if applicable)
Any separation or severance agreements
Workers' compensation insurance documentation
Any pending or threatened employment claims or disputes

Commercial Contracts

Material customer contracts (typically top 5-10 by revenue)
Material vendor agreements
Partnership or channel agreements
Any agreements with revenue commitments, exclusivity, or non-compete provisions
Standard form customer agreement (template)

Compliance & Regulatory

Privacy Policy (current, published on website)
Terms of Service (current, published on website)
Data processing agreements (DPAs) with vendors and customers
Industry-specific licenses or regulatory filings, if any
Any government correspondence, investigations, or orders
D&O insurance policy
General liability insurance policy
Cyber/E&O insurance, if any

Litigation & Disputes

List of all pending or threatened litigation, arbitration, or disputes
Settlement agreements
Demand letters received or sent
Any outstanding liens or encumbrances

Financial

Financial statements (annual, and most recent month-end)
Tax returns (federal and state, last 2-3 years)
Bank statements (most recent month)
Material debt agreements (lines of credit, loans)
Revenue contracts backlog or pipeline, if requested

Organizing the Data Room

Structure

Organize your virtual data room by category (matching the sections above). Use a consistent naming convention:

01 - Corporate Formation
  01.01 - Certificate of Incorporation
  01.02 - Bylaws
  01.03 - Good Standing Certificates
02 - Capitalization
  02.01 - Cap Table (Carta export)
  02.02 - Stock Purchase Agreements
  ...

Platform

Use whatever you're comfortable with — Google Drive, Dropbox, or a dedicated data room platform (Carta, Ansarada, Datasite). What matters is that it's organized, searchable, and access-controlled.

Permissions

Set up viewer-only access for investors and their counsel. Track who views what — some platforms provide this automatically. Revoke access for investors who pass on the deal.

Common Issues That Delay Deals

Missing 83(b) Elections

Investors will ask for proof of filing. If a founder can't produce the election letter and certified mail receipt, it raises questions about the entire corporate record-keeping.

Unsigned Board Consents

Option grants, officer appointments, and financing authorizations all require board approval. If those consents were never signed, the actions may not be legally valid.

Contractor IP Gaps

A freelance developer who built your MVP without a signed IP assignment agreement is a diligence red flag. The fix (getting a retroactive assignment) is usually possible but takes time and may require payment.

Inconsistent Cap Table

If your Carta cap table doesn't match the stock purchase agreements and board consents, reconciliation delays everything. Keep these in sync continuously.

State Qualification Gaps

If you have employees in California but never registered as a foreign entity there, you have a compliance gap. It's fixable, but it takes time and may involve back-filing fees.

The Pre-Diligence Audit

Before you start fundraising, run through this checklist yourself. Every missing item is a problem you'll need to solve under time pressure during the raise. Fix them now when you have leverage and flexibility.

Better yet, maintain a current data room at all times. Update it quarterly. When the term sheet arrives, you respond in 48 hours instead of 4 weeks. That speed advantage is worth more than most founders realize.

Want help getting diligence-ready before your next raise? Book a free call — due diligence preparation is a core part of what we do.