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Attorney review
Also called legal review, counsel review.
Having a lawyer read the funding documents before signature, which in this market means reading the clauses that operate after something goes wrong.
Drafted with AI assistance. Not yet independently checked. Nobody has verified the claims on this page against a source, so treat the figures and legal points as a starting point rather than as settled, and confirm anything you are about to act on. How we check things.
What it means
The economics of a small-business funding transaction rarely justify a large legal budget, and that is precisely what the document drafting assumes. A focused review is short. The clauses that determine outcomes are the same in most agreements: what counts as default, whether acceleration reaches the purchased amount, whether there is any notice or cure, what the guarantee actually guarantees, where disputes are heard and under which state law, whether a confession of judgment is in the package, what security interest is granted and over what, and what fees are added on default.
Timing is the practical obstacle. Contracts are frequently sent with a same-day signing window and a funding slot that expires, which is a pressure tactic as much as an operational reality. Documents that cannot be reviewed before signature can at least be reviewed immediately afterwards, so the business knows what it agreed before the first missed payment rather than after.
State law variation is the reason generic advice fails here. Whether a confession of judgment can be entered, how a personal guarantee is enforced, which usury or licensing statutes could apply to a disputed transaction, and what a court will do with a reconciliation clause all depend on the governing law named in the contract, which is often not the state the business operates in.
Larger transactions, SBA loans, ABL facilities and equipment leases with substantial residual exposure carry enough at stake that counsel is standard practice on both sides.
Where this one catches people
A funder saying the contract is standard and non-negotiable is often accurate about the boilerplate and misleading about the rest. Amounts, payment frequency, whether a confession of judgment is included, and occasionally the guarantee scope are negotiated in practice, especially on renewals and larger files. The review is still worth doing where nothing changes, because knowing the default terms in advance changes how you manage the facility.
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Attorney review — common questions
What does attorney review mean?
Having a lawyer read the funding documents before signature, which in this market means reading the clauses that operate after something goes wrong.
Where does attorney review catch people out?
A funder saying the contract is standard and non-negotiable is often accurate about the boilerplate and misleading about the rest. Amounts, payment frequency, whether a confession of judgment is included, and occasionally the guarantee scope are negotiated in practice, especially on renewals and larger files. The review is still worth doing where nothing changes, because knowing the default terms in advance changes how you manage the facility.
Is attorney review the same as an interest rate?
Attorney review is defined above; if you are comparing it against a rate, check whether the two measures share a time dimension before you put them side by side.
Which products does attorney review apply to?
Merchant Cash Advance, Working Capital, Term Loan, SBA Loan, Equipment Financing, Asset-Based Lending.
Is there a worked example of attorney review?
Not on this entry. Where a term is arithmetic, the arithmetic is shown; this one is not primarily a calculation.
What else should I read alongside attorney review?
Acceleration clause, Arbitration clause, Attorneys' fees clause, Confession of judgment, Contract for the sale of future receivables.
Has this definition been checked?
Not yet. This entry is drafted and live, and the notice at the top says so. Confirm anything you are about to act on.
Is this legal advice?
No. It is a definition. What a clause does in your contract, in your state, is a question for a lawyer licensed where you are.
Can I suggest a term?
Yes — [email protected]. The glossary grows from what people are actually shown in contracts.