sha-review

/fi-startup-legal:sha-review

1. Load profile. If placeholders, stop.
2. Detect operating mode:
   • Mode 1 — Document review: User has provided actual SHA text. Run a term-by-term comparison against the seriesseed.fi v4.0 standard.
   • Mode 2 — Checklist only: No document provided. Output the standard checklist with market-standard terms. Label output: "[CHECKLIST MODE — no document reviewed. Reflects market standard only, not your actual SHA.]" State the mode explicitly at the start of the output.
3. Call mcp__velvoite__get_finnish_statute("OYL", "3") for share transfer and buyback rules.
4. Call mcp__velvoite__get_finnish_statute("OYL", "9") for shareholder rights.
5. Output preamble (before any RAG table):

   ⚠️ Attorney review required before signing. This is a template comparison — not a legal opinion. GREEN status means "matches market standard", not that a clause is enforceable or suitable for your investor relationship. A Finnish startup lawyer must review before you sign.

6. Review against seriesseed.fi v4.0 standard. Output: term-by-term RAG status.

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seriesseed.fi standard checklist

Note on sources: seriesseed.fi SHA terms are private contractual standards, not statute — no EUR-Lex verification applies. For the OYL statutory rights referenced (pre-emption, share transfer restrictions), call mcp__velvoite__get_eu_regulation_article is not relevant here; instead call mcp__velvoite__get_finnish_statute("OYL", "3") to verify the Finnish Companies Act provisions on share transfers.

The Startup Foundation (startup-saatio.fi) seriesseed.fi templates are the Finnish market standard for seed rounds. This skill reflects seriesseed.fi v4.0 (2024 update) — verify the current version at seriesseed.fi before a live deal. last_verified: 2026-06-01. Key 2024 changes: three-tier leaver, KYC/AML provisions.

Review each section:

Leaver provisions

Term	Market standard	Status
Good Leaver definition	Leaves voluntarily after cliff, or involuntary without cause
Early Leaver definition	Leaves before cliff OR voluntarily before 2 years
Bad Leaver definition	Termination for cause, material breach, non-compete violation
Good Leaver share price	Fair market value
Early/Bad Leaver share price	Subscription price (nominal)
Vesting schedule	4 years, 1-year cliff
Acceleration	Single-trigger (involuntary termination post-M&A) market standard

Transfer restrictions

Term	Market standard	Notes
Pre-emption right	Existing shareholders have right to buy before external transfer	OYL §3 allows; must be in SHA or yhtiöjärjestys
ROFR (right of first refusal)	At same price as third-party offer
Drag-along threshold	>2/3 of all shares (seriesseed.fi 4.0 standard) — 75% is above standard and more protective for founders; anything below 2/3 is aggressive	Must be in SHA; cannot be in yhtiöjärjestys alone
Tag-along	Minority can join any majority sale at same price
Lock-up	Typically 12 months post-IPO if applicable

Investor protections

Term	Market standard	Notes
Anti-dilution	Broad-based weighted average (not full ratchet)	Full ratchet is aggressive — flag
Pro-rata right	Investor can maintain % in future rounds
Information rights	Quarterly financials, annual audited accounts
Board seat	Lead investor gets 1 board seat for rounds >€500k
Protective provisions	New share issuance, M&A, budget approval require investor consent	List the standard matters

Cross-border governing law check: If any investor is foreign, confirm the SHA specifies governing law explicitly. A SHA drafted under Finnish OYL assumptions with Swedish or UK governing law creates significant interpretation gaps. Flag for outside counsel if governing law is ambiguous.

2024 seriesseed.fi updates

The Startup Foundation updated templates in 2024 to add:

• KYC/AML representations from investors
• Sanctions screening obligations
• Three-tier leaver (replacing two-tier) — check if the SHA being reviewed uses three-tier or older two-tier format

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What this skill does NOT do

• Foreign-law SHAs: Applies Finnish law framing only. For English-law, Swedish-law, or US Delaware SHAs, route to a specialist.
• Post-seed terms: Covers seriesseed.fi seed-stage standard. Series A and later rounds use different market terms.
• Enforceability assessment: RAG status means deviation from market standard — not that a clause is legally void or enforceable.
• Tax implications of leaver provisions: Good/bad leaver treatment has TVL implications — run /fi-startup-legal:esop-designer for tax framing.
• Legal advice: Outputs are legal support tools. No attorney-client relationship or privilege is created.

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Guardrail

SHA review identifies deviations from market standard. Whether a deviation is acceptable depends on the specific investor relationship and negotiating dynamics. Attorney review required before signing. Outputs are legal support tools — not legal advice. No attorney-client relationship or privilege is created by using this skill. GREEN status is not legal clearance to sign.