UK Series A rounds happen hundreds of times a year. The documents are the same canonical set every time.

UK Private Capital (formerly the BVCA) publishes model versions of the Shareholders’ Agreement, Subscription Agreement, Articles of Association and Summary of Terms. They were first written in 2006 and last revised in February 2025. Around them, every deal picks up the same supporting pack: board minutes, founder service agreements, disclosure schedule, side letters, closing checklist.

The documents are standardised. The process to negotiate them between two firms is the part nobody has updated since email.

Gartner research finds the average time to close an M&A deal up by more than 30 per cent over the past decade, with around a fifth of due diligence delays pinned on inadequate technology. Series A documentation runs on the same underlying tooling.

By close, eight to twelve weeks after term sheet, the SHA has moved through ten to fifteen versions across two firms’ inboxes. The disclosure schedule has been retyped from PDF to Word at least once. The closing checklist lives in someone’s Google Sheet. The founder has been copied on most threads but is not sure which attachment is current.

What if both firms saw the same record?

That is what we built DealSync to answer. The platform sits between the two firms. Both sides hold one canonical version of every deal artefact: SHA, subscription agreement, articles, side letters, disclosure schedule, closing checklist, signing pages. Edits reconcile in place. Comments anchor to clauses. The closing checklist is the same checklist on both sides.

What a Series A close looks like today

Concrete, on a real deal. Term sheet is signed. The legal phase begins.

Week 1. Investor’s lawyer drafts SHA v1 in Word, against the UK Private Capital model as a starting point. Emails it to the founder’s lawyer.

Week 2. Founder’s lawyer redlines in Word with track changes on. Saves as SHA_v2_FOUNDERSIDE_MARKUP.docx. Emails it back. Adds the founder to the CC line.

Week 3. Investor’s lawyer accepts most of the changes, rejects two on the liquidation preference and the drag-along threshold, adds new language on founder vesting acceleration and the leaver provisions. Saves as SHA_v3.docx. Emails it across.

Thirty minutes later, a second email lands with the same filename. “Sorry, please use this version instead. Last one had a typo in clause 8.3.”

Week 4. Founder’s lawyer is on holiday. Junior associate picks it up, redlines the new language, saves as SHA_v4_FOUNDERSIDE_v2.docx. Emails it back.

The founder asks “what is the latest version?” The founder’s lawyer forwards them an email thread. The founder is not sure which attachment is current.

Week 5. The first side letter appears. Same pattern, different filename convention.

Week 6. The disclosure schedule lands as a 47-page PDF. Founder’s lawyer asks for it as Word. Investor’s lawyer cannot find the source file. Junior associate retypes the relevant sections by hand.

Week 7. Investor’s lawyer’s Outlook search returns five files called SHA_v6_FINAL.docx. Two are actually v5. One is v7.

The closing checklist enters the picture. It lives in a Google Sheet maintained by the investor’s lawyer. The founder’s lawyer has read access. The founder has none.

Week 9. Signing pages chased over DocuSign separately. The signing tool does not know about the SHA, the closing checklist or the cap table.

Week 10. Deal closes. Nobody on either side can answer “show me the final SHA, the side letter delta between v3 and v6, and where the founder vesting cliff settled” without spending a day reconstructing it from email.

What a Series A close looks like on a shared deal record

Six stages on one record, from kick-off to close.

Same deal, same parties, on DealSync.

Week 1. Investor’s lawyer drafts SHA v1 on the shared deal record. The founder’s lawyer is notified. They see v1 the moment it lands.

Week 2. Founder’s lawyer redlines in the platform. Their changes appear as a single tracked redline on the canonical version. The investor’s lawyer sees them in context.

Week 3. Investor’s lawyer accepts twelve of fourteen changes, rejects two on the liquidation preference and the drag-along threshold inline, adds new language on founder vesting acceleration and the leaver provisions. The version increments. Both sides see the diff. Nobody emails anything.

Thirty minutes later, investor’s lawyer fixes the typo in clause 8.3. The version increments again. Nobody resends anything.

Week 4. The junior associate picks it up. The deal record shows exactly where the partner left it. They redline in place.

The founder logs in. They see the current version and what changed since they last looked. They do not need to ask their lawyer for an update.

Week 5. Side letter created on the same deal record. Linked to the SHA. Both firms see it.

Week 6. Disclosure schedule lives on the deal record from day one, in editable form, not as an emailed PDF.

Week 7. There is one version of the SHA with a timeline. The Outlook search problem does not exist.

The closing checklist is part of the deal record. Both firms see it. The founder sees it. Items tick over as the platform watches conditions get satisfied.

Week 9. Signing happens on the same record. The signing flow knows about the SHA, the closing checklist and the cap table because all three live there too.

Week 10. Deal closes. No reconstruction from email. No retyped disclosure schedule. No founder hunting for the current draft. Either side can produce the final SHA, the side letter delta between any two versions, the vesting cliff that settled, and the full audit trail, in a single query.

Five things that change

Three of these matter for the partner. Two of them matter for the founder. All five matter for the associate doing the actual work.

  • One canonical version. There is no SHA_v6_FINAL_v2_FOUNDERSIDE_actually_final.docx because there is no filename. The platform holds one version with a timeline. “What is the current draft?” is not a question anyone asks.
  • Redlines in context. Comments anchor to clauses. The other side’s reasoning on the anti-dilution mechanic, the drag-along threshold, the leaver provisions or the investor consent matters sits next to the language they pushed back on. Partner reads the redline and the rationale together, not in two different inboxes.
  • A closing checklist both sides can see. The list of conditions precedent, signatures outstanding, regulatory consents and director resolutions is the same list for both firms. Items tick over as the platform watches the underlying state change. The closing call stops being a status update exercise.
  • Founders out of the dark. The founder sees the deal state without asking their lawyer. They see what changed since they last looked. They are not the bottleneck on “approve this side letter” because they saw the side letter when it landed, not three days later in a forwarded email.
  • A real audit trail. Who changed what, when, why, in one place. When the limited partners ask how the founder vesting cliff settled, or why the liquidation preference moved off 1x non-participating senior, the answer is one query on the deal record. Not a fortnight reconstructing five inboxes.

Where the shared deal record fits

The shared deal record is a new category and it sits alongside the tools the firm already runs, not on top of them.

The DMS stays the firm’s source of truth for its own work. A modern legal DMS holds the firm’s drafts, enforces matter and retention policies, and runs the document lifecycle end to end. That scope is one firm.

Working drafts sync both ways between the firm’s DMS and the shared deal record, so the partner can pick up where they left off in either system. Once a draft is promoted to Official, the Official version mirrors back into the firm’s DMS as a read-only copy. The firm’s record of the deal stays complete and immutable in its own system.

DealSync is the bilateral surface. The firm’s DMS stays the canonical record on each side.

The transaction management tool owns the close phase. Assembling signature pages, tracking conditions precedent against a closing agenda, producing the closing book. These tools handle the back end of a deal extremely well, and the firm should keep them. The shared deal record sits upstream of that, in the drafting and negotiation phase, where the SHA, side letters and disclosure schedule are being co-edited by two firms before signing.

The CLM is built for one party’s contracts with many counterparties. The other side in a CLM is a record, not a user with a session of their own. Excellent for procurement, sales contracts and renewals at scale. A different shape from a single high-touch deal being co-negotiated by two firms.

Email is the lowest common denominator. On a live deal, that is the problem. Version control happens in filenames. State lives in inboxes. The audit trail is “search your email”.

The shared deal record is the missing primitive between two firms. It does not replace the DMS, the CLM, or the transaction management tool. It picks up the negotiation phase, at the boundary between two firms.

How we made cross-firm safe

Two fears come up every time we walk a partner through this. The other firm sees our internal drafts. The other firm sees our internal notes. Both are answered in the platform, not in policy.

Parallel version tracks

Every document on DealSync sits in parallel tracks. Internal drafts are visible only to your firm. Only versions you have explicitly exchanged become Official and readable by the other side. Promotion from Internal to Official is a deliberate human action.

The other firm reads Official only. There is no path from their session into your Internal track. We treat regression of this boundary as a release blocker.

Notes are first-class internal objects

Notes on a clause are tagged with audience: internal, official, or counterparty-visible. The default is internal. The partner chooses when to share. If they do not choose, the other side never sees it.

Permissions are per deal, per firm, per role

The associate edits Official versions of the SHA. The partner promotes Internal to Official. The trainee comments but does not promote. The other firm sees only their own role. There is no superuser key.

Every state change has a version checkpoint

Wrong promotion, wrong redline accept, wrong checklist tick. One click reverts it. Not a backup restore. Not a platform-team ticket. Any partner can restore the prior state.

Why it has to be a new primitive

The DMS is built for one firm. The CLM is built for one party. The transaction management tool is built for the close phase. All three are well shaped for those jobs.

A bilateral negotiation record is a different category. Its own access boundary, version model, audit, and closing checklist. Building it as a layer between two firms’ systems is the cleanest way to get it right.

We built DealSync from day one with that bilateral surface as the primitive. The cross-firm access boundary, the parallel version model, the audit by channel, the version checkpoint on every write, were all day-one decisions. The firm’s DMS holds the working drafts. DealSync holds the bilateral deal.

What VC teams get on day one

For the investor’s lawyer running multiple rounds in parallel, the platform answers across the whole book. Which deal is closest to slipping its long-stop. What the average liquidation preference was on the last ten closed rounds with this lead. Every open redline on this deal with the rationale on each.

For the founder’s lawyer at a corporate boutique, the platform removes the version chase. The associate does not spend Sunday night reconciling four versions of a side letter against the SHA. They open the deal and see the current state.

For the founder, the platform replaces “ask my lawyer what is happening” with “log in and see”. They see what is outstanding, what changed, and what they need to approve next.

For all three, the closing call should go from a ninety minute status update to a fifteen minute decision.

How to try it

If you are running VC deals and email attachments are still load-bearing in your close, email mark@dealsync.uk and we will set up a deal for your next round.

Either side opens it. The other side joins on the same deal record. The joining firm’s first deal is free with unlimited users. Founders always free.

Both firms hold the SHA. The closing checklist is the same on both sides. The founder sees the deal state without asking. The version chase stops.