笔记本律师
Notebook Lawyer

原始链接: https://avc.xyz/notebook-lawyer

USV 合作伙伴 Fred Wilson 详细介绍了一项实验,旨在大幅降低初创公司投资中的法律尽职调查成本。传统上,双方都需要承担大量的法律费用——通常每笔交易超过 5 万美元——用于文件审查和确保与条款表的对齐。 Wilson 利用 Google 的 NotebookLM,一种人工智能工具,来简化流程。他创建了两个“笔记本”:一个包含 USV 过去的投资完成文件,另一个填充了初创公司的资料库材料。 Wilson 没有让律师仔细审查文件,而是使用 NotebookLM 将初创公司的草案完成文件与 USV 的历史先例*和* 双方同意的条款表进行比较,收到一份概述潜在问题的备忘录。同时,他使用第二个笔记本快速提取关于初创公司结构、员工和合同义务的关键信息。 这种人工智能驱动的方法,通过大约 30 分钟的提示完成,旨在显著降低投资过程中的成本并提高效率。

这个Hacker News讨论围绕一位律师(“笔记本律师”)通过聊天机器人提供法律服务展开,引发了对这种做法风险的争论。一位律师评论员表达了对非法执业(UPL)和潜在未来责任的担忧,认为低廉的初始成本如果出现问题可能会导致显著更高的费用——特别是关于尽职调查方面。 其他评论员分享了相关经验。有人指出,重复使用现有的法律文件可能更便宜,而另有人则质疑人工智能准确提取文档中的特定、小众信息(如仲裁条款)的能力。 另一个观点质疑AngelList当前的功能。 总体情绪偏向谨慎,强调完全依赖人工智能处理法律事务可能存在的潜在风险。
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原文

When USV commits to investing in a startup, we negotiate a term sheet and then hand over the details to our lawyers. The startup hires a lawyer, and we hire a lawyer. The startup's lawyer prepares the closing documents, and our lawyer reviews them. In addition, our lawyer conducts "legal due diligence," which primarily involves reviewing existing contracts, stock issuances, the charter, and other relevant legal documents.

This process is expensive and made worse because the startup typically pays for both lawyers.

This is how it has always been done since I started in the business in the mid-80s, and I have always been uncomfortable with how expensive it is.

So I decided to run an experiment over the holidays.

We committed to lead a round of financing for a company in mid-December. We negotiated a term sheet and signed it before everyone departed for the holidays. I reached out to a law firm that I have used many times for this sort of thing and asked for a quote to handle our side of the deal. The quote came back at $50k.

So I said, "screw it" and decided it was time to try something different.

I fired up Google's NotebookLM, which allows users to create "notebooks," which are a large collection of documents that can then be used to run AI queries.

I put a large collection of "closing binders" of investments USV has made over the years, particularly companies I worked on, into one Notebook. I added the signed term sheet to this Notebook.

To create a second Notebook, I pointed NotebookLM at the data room that the startup we are investing in provided for legal diligence. That data room had every legal document the startup had entered into, including those with its employees, since it got started.

When we received the draft closing documents from the startup's lawyer, I added them to the first Notebook and asked for a legal review of the draft documents against the body of legal documents we have signed over the years, and most importantly, against the term sheet we had signed. I asked for a memo that outlined all of the issues with the draft documents and highlighted the most significant ones.

I then turned to the second Notebook and asked a series of questions like "tell me about the structure of the company and its subsidiaries and who is on the board of each of them" and "give me a list of every employee, the stock they have been issued, and all of the agreements they have signed" and "are their arbitration clauses in every agreement the company has signed?" I spent about half an hour asking these sorts of questions and put the answers to each into a Google Doc.