By the time a Series A term sheet is signed, the pitch is over. What follows is mechanical: a lawyer checking whether every engineer signed an IP assignment agreement, a partner dialing five to ten customers without the founder on the line, an analyst logging into the company's own Stripe account instead of trusting the revenue slide. Founders who treat this stage as a formality lose weeks they didn't need to lose.
One person has seen almost every deal
The most widely used Series A diligence checklist in Silicon Valley was compiled by Jason Kwon, General Counsel of YC Continuity, drawing on his involvement in hundreds of financings with nearly every law firm and VC fund in the Valley. That checklist is not investor-specific quirk. It is closer to an industry standard, which means founders can prepare against it before a specific investor ever asks.
The data room is where deals lose a week
A well-prepared Series A data room typically holds 50 to 70 documents organized across eight categories: corporate, financial, legal, IP, team, product, cap table, and tax. Assembling it before the term sheet is signed, rather than scrambling after, can cut roughly a week off the time it takes to close the round, according to Y Combinator's Startup Library. Most of that week is lost to founders tracking down documents they assumed already existed.
The number one reason diligence stalls
Missing intellectual-property assignment agreements are the single most common legal issue found in startup data rooms, and the top reason Series A diligence stalls. The gap shows up in roughly one in four data rooms reviewed. This is not a founder oversight limited to early contractors. It includes co-founders who wrote code before incorporation, freelance designers who never signed anything, and advisors who contributed product direction without paperwork. Every one of those gaps becomes a question a lawyer has to chase down after a term sheet is already on the table.
Your cap table is a governance test
Investors treat the standard four-year vesting schedule with a one-year cliff, 25% at month twelve and the remaining 75% vesting monthly over the next 36 months, as the expected norm for founder equity. Capbase notes that deviations such as fully-vested founders or shortened schedules get flagged as governance red flags during diligence, not because the equity math is wrong, but because it signals a founder who negotiated an exception for themselves before anyone was watching.
They verify revenue themselves
For SaaS companies, investors commonly request direct login credentials to Stripe or other payment processors during Series A diligence, according to Clearview Growth Advisory, so they can verify monthly recurring revenue independently instead of relying on founder-reported figures pulled into a deck. A revenue number that requires an investor's login to confirm is being treated as a claim, not a fact, until that login happens.
The reference calls you never hear
In a typical Series A reference process, the lead partner calls five to ten customers directly, with each call running 15 to 30 minutes, according to For Founders. Founders are almost never on these calls, and they are scheduled last in the process specifically so the customer relationship isn't overused before an offer is close. If a founder hasn't warned a customer that a VC might call, that customer is walking into the conversation cold.
Not every round runs this way
SaaStr's Jason Lemkin has observed that at seed and even Series A, many companies don't have a rich data room assembled in advance, so VCs increasingly push the full formal process to after the term sheet is signed. Even then, according to SaaStr, investors still run a basic financial review, an IP ownership check, and a deeper competitive review before they sign anything. The heavy lift moves later, but the gating questions don't disappear.
What to do this week
Pull every contractor, advisor, and early contributor who ever touched code or product and confirm each one signed an IP assignment agreement. If any didn't, get it signed now, not during diligence. Check your own cap table against the standard four-year, one-year-cliff structure and be ready to explain any deviation. Start assembling the eight-category data room before you have a term sheet, not after. And call your five best reference customers yourself, before an investor does, so the first time they hear a VC's name isn't during an unscheduled phone call.