MikeA legal AI workspace for securities firms
Securities firms use Mike to check offering documents against each other, table investor questionnaires and subscription agreements, draft disclosure sections, and research enforcement and liability questions. Every answer cites the document and page it came from, so a lawyer can verify a statement before it is relied on.
Updated
Attorney: Do the management fee terms in the private placement memorandum match the fund agreement? List any mismatch.
Mike: The fee terms do not match. The memorandum says the management fee is calculated on committed capital [1], but Section 6.1 of the fund agreement calculates it on invested capital after the investment period [2]. The subscription agreement also refers to committed capital only [3]. I drafted conforming language for the fund agreement so the team can decide which version is correct.
- [1] Private placement memorandum, Summary of terms, p. 7
- [2] Fund agreement, § 6.1, p. 22
- [3] Subscription agreement, § 4(c), p. 5
Mike created Juniper Ridge fee conforming change.docx.
Example matter. Names and documents are fictional.
An offering is a family of documents that must tell the same story: the memorandum, the subscription agreement, the operating agreement, the investor questionnaire and the exhibits. Mike reads them as a set, finds statements that conflict, and shows both pages, so inconsistencies are caught in review and not by an investor or a regulator.
Cuanto Labs installs Mike for your firm, connects it to the folders where your offering and filing files live, and loads your own disclosure templates and checklists. Material non-public deal information stays inside your firm's own installation.
What Mike does for your practice
- Offering document consistency
- Mike compares the private placement memorandum with the subscription agreement, fund or company agreement and term summary, and lists statements that differ, such as fees, transfer restrictions, use of proceeds and investor rights, with both pages cited.
- Investor questionnaire tables
- Tabular Review pulls investor name, stated eligibility basis, residence, entity type and signatures from every questionnaire and subscription package into one table, so the closing file shows at a glance which packages are complete.
- Disclosure drafting
- Mike drafts disclosure sections, risk factors and business descriptions from the company's own documents and prior filings in your firm's format. Each statement is linked to its source, which supports the diligence process behind the disclosure.
- Cap table and equity document reconciliation
- Mike reads charters, option plans, financing agreements and board approvals and reconciles issuances against what the cap table says, listing the documents behind each issuance and any that are missing from the file.
- Periodic report review
- Mike compares a draft periodic or current report with the underlying agreements and board minutes, flagging statements that do not match the documents so reviewers can resolve them before the filing is finalized.
- Liability and enforcement research
- Mike searches published case law on questions such as materiality, scienter or the elements of a registration claim, and reads the opinions before summarizing them. Each case it cites is checked against CourtListener first, so a scienter holding is not quoted from memory.
How we set it up for your firm
- Your offering folders, connected
- We connect Mike to the drive or document system where offering, filing and corporate records are kept, so lawyers work from the file as it stands.
- Your disclosure templates
- We load your memorandum, subscription agreement and filing templates, so drafts follow your firm's format and defined terms.
- Consistency review workflow
- We turn your closing review into a saved workflow, so each offering is checked across the same documents and the same points before release.
- Investor package table
- We set up a Tabular Review template with the fields your closing checklist requires, so incomplete packages are easy to spot and sort.
- Exemption closing checklists
- We load the closing checklist for each exemption your firm commonly relies on, so Mike reports which required documents are in the file, which are signed and which are still missing.
- Defined terms across the document set
- We give the review workflow your firm's list of defined terms, so a term that means one thing in the memorandum and another in the subscription agreement is flagged for a lawyer.
Questions attorneys ask
Does Mike file with regulators?
No. Mike drafts and reviews documents, and a lawyer prepares and submits the filing through your firm's normal process. Mike helps by checking drafts against source documents and keeping the facts consistent. It does not connect to filing systems or submit anything on your behalf. If a draft needs a lawyer's attention, Mike flags it and leaves the filing step to your team.
Can it read a long prospectus or memorandum?
Yes. Mike reads long offering documents section by section and cites the page for each answer. It handles cross-references and defined terms across the document set, and Tabular Review can pull the same fields from many documents. The lawyer decides what disclosure is required and how to word it. Cross-references are followed in both directions, so a changed definition is carried through the document.
Can Mike tell us if an exemption applies?
Mike can read the offering documents and investor questionnaires, table the facts that bear on an exemption, and search published case law on the question. Whether an offering qualifies is a legal judgment for your securities lawyers. Mike supplies an organized record and a first draft of the analysis. The attorney then decides, and the file shows the facts the decision rested on.
How does it help with securities litigation?
Mike builds chronologies from communications and filings, tables documents by date and topic, and searches published case law for the elements and defenses in play. It cites every document and opinion it used. Strategy, privilege calls and the merits analysis stay with the litigation team. All of this is for the lawyer's review, and nothing is filed or sent automatically.
Can Mike pull investor residence for state notice filings?
Yes, as a table. Tabular Review reads each questionnaire and subscription package and records the investor's state of residence, the exemption basis claimed and the closing date, so your team can see which states have investors in a given round. Deciding which notices are due, and preparing and submitting them, stays with your lawyers. Mike reports what the documents say and does not look up state rules unless your firm has connected a source.
Can Mike check a disclosure draft against its supporting documents?
Yes. Give Mike the draft section and the folder of agreements, board minutes and financial statements behind it, and it lists each factual statement it can match to a document page and each one it cannot. The unmatched statements are the ones for the team to run down before filing. Mike does not judge whether a fact is material, so the lawyer still decides what the disclosure must say.
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Bring Mike to your firm.
Book a 30-minute call. Tell us about your practice and the systems your documents live in, and we'll come back with a setup plan for your firm.
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