The Series Seed Documents: Could Be Improved

The other day I heard about the Series Seed documents for the first time. What, you ask, are the Series Seed documents? This is how they’re described on the Series Seed website:

The Series Seed Documents are a standardized set of documents that can be quickly and easily deployed for a seed investment:  to help get a company financed properly, legally, quickly, and intelligently.

The Series Seed documents are by Fenwick & West attorney Ted Wang, with input from Andreessen Horowitz and other heavyweight seed investors. They were launched in 2010; for some background, see this peHUB article. The current version is version 3.1; anyone can suggest comments at this GitHub site.

I spent a few minutes looking at the Series Seed preferred stock investment agreement. In my bumptious way, I then sent the following tweet to Ted:

I followed up with another tweet, to which Ted responded:

 

Because the Series Seed documents use traditional contract language, readers have to work harder than necessary, with greater risk of confusion. What’s the alternative? Following MSCD guidelines. The result would be documents that are clearer and shorter.

Another limitation of the Series Seed documents is that they’re offered as static documents. I’d have thought they’d be more useful as document-assembly templates, so that some customization could be built in.

I took Ted up on his suggestion and sent him an email about this.

Why am I harassing poor Ted in this way? Simply because it’s mildly disappointing to see an ambitious initiative expressed in such a business-as-usual way. Yes, the crowdsourcing angle is commendable, but it’s not enough. (See this post about the limits of crowdsourcing as a means of compiling rigorous contract language.)

It would be gratifying to have a set of “open-source, ” Silicon-Valley-sponsored documents that are, in the language used, as cutting edge as the industry they’re intended to serve.

Why don’t I take Ted up on his offer and simply join those making suggestions on GitHub? Because it would involve real work on a scale that their GitHub setup probably wasn’t intended to accommodate.

[Update: It was pointed out to me, both before and after I published this, that @rickcolosimo recently submitted a round of MSCD-inspired changes, here. (See Rick’s comment below.) I should have taken more note of that, but I’m a stranger to GitHub, so I limited my review to the version 3.1 documents on the Series Seed website. They’re from June 18, 2013, so it’s not like they’re old news, and I don’t feel that I’ve been terribly remiss. And in an initiative such as the Series Seed documents, ideally one would use optimal contract language in a given version from the get-go, rather than relying on an enthusiastic volunteer to retrofit it.]

 

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.