Not Legal Advice.

The line worth drawing.

Graveyard.vc is the wind-down practice of LegalForce RAPC Worldwide P.C., a California-licensed law firm. The firm employs lawyers. The site uses legal terms. The FAQ explains how California Code of Civil Procedure governs Assignments for the Benefit of Creditors. None of that means the site, the FAQ, the Triage AI memo, or any conversation with us is legal advice to you.

This page exists to make that distinction clear so that no one mistakes general information for the kind of specific, attorney-client-protected legal counsel that fits a particular fact pattern. The two are different. We give the second only when we are formally engaged to give it, in writing, with appropriate scope.

What this website is.

Everything published on graveyard.vc — the FAQ, the comparison with legacy assignees, the engagement-letter walkthrough, the service-line pages, the team profiles, this page — is intended for general informational purposes. It is the same kind of public-facing content that thoughtful firms in many fields publish to help readers understand a domain.

What it is not:

• A legal opinion on your specific situation
• A commitment to act on your behalf
• A substitute for retained counsel or a professional fiduciary
• A complete or current statement of every applicable legal rule (the law changes, our practice changes, and even careful pages can fall behind reality)

Reading this site does not create an attorney-client relationship between you and LegalForce RAPC Worldwide P.C. or any of its attorneys. It does not retain us as Assignee, financial advisor, or in any other professional capacity.

Operational and fiduciary, not advisory.

The most common Graveyard.vc engagement is in the role of Assignee in a California Assignment for the Benefit of Creditors. The Assignee role is operational and fiduciary — not advisory in the legal sense. The Assignee:

• Holds and manages the assigned estate's assets in trust for creditors
• Sells the assets and distributes proceeds in statutory priority
• Owes fiduciary duties to the body of creditors as a whole
• Does not represent any single party as legal counsel — not the assignor, not any individual creditor, not any equityholder

Because the Assignee owes duties to creditors as a class, the Assignee is structurally not in a position to give legal advice to any one party in the transaction. That is by design. Each party — the assignor (former management or board), individual creditors, equityholders — is expected to have or retain their own counsel for advice specific to their interests.

Who represents whom.

In a typical wind-down, several parties have distinct interests that are not always aligned. Each should have their own counsel:

• The company / former management. Pre-assignment, the company itself should be advised by corporate counsel — typically the firm that has handled corporate matters historically, or new counsel retained for the wind-down.
• The board and directors. Where directors face fiduciary-duty exposure (especially in zone-of-insolvency or insolvency settings), independent director counsel is often appropriate.
• Investors. Lead investors and follow-on investors with material exposure should consult their own counsel — especially regarding follow-on capital decisions, conversion or dissolution mechanics, and any director representation on the board.
• Individual creditors. Vendors, lenders, and other creditors with significant claims should consult counsel to evaluate claim filing, priority, and any specific remedies under their contracts.
• Founders personally. Where founders face personal-guarantee, indemnity, or other personal exposure, founder-personal counsel is usually appropriate. The company's corporate counsel does not represent the founder personally.

We coordinate with all of these counsels regularly during engagements. We do not act as any of them.

What the memo is.

The Triage AI memo is a one-business-day assessment of the situation you describe. It models the available paths — ABC, restructure, sale, Article 9, managed liquidation — against the facts you provide and produces a written summary with estimated recovery for each path.

The Triage AI memo is:

• A general assessment based on the information you provide, not a verified factual record
• An estimate of likely outcomes, not a guarantee of any specific result
• Reviewed and signed off by a human practitioner before delivery
• Not a legal opinion and not a substitute for retained counsel
• Not a commitment by us to take on the matter or by you to retain us

Use the memo as a structured starting point for the conversation with your existing counsel and your board. It is designed to compress the time it takes to evaluate a situation, not to replace the work that follows.

The line a signed engagement does cross.

If, after intake, both parties decide to proceed, we sign a written engagement letter that defines the role we are taking on and the scope of work. The engagement letter is the document that creates a real engagement; nothing prior does.

The engagement letter clarifies:

• The specific role (typically Assignee, but sometimes financial advisor, liquidating-trust agent, or another defined function)
• What duties we owe and to whom
• Scope of work, deliverables, and the workstreams we will run
• Fees, including the assigned tier (I Compact / II Aligned / III Capital)
• Confidentiality terms (mutual)
• Conflicts disclosures and any ethical walls applied within the firm
• Termination, dispute resolution, and other standard provisions

A sample engagement letter is published at engagement-letter.html. Reading it does not engage us.

The law firm next door.

Graveyard.vc is a practice within LegalForce RAPC Worldwide P.C., the same operating firm that runs Trademarkia and PatentVC. LegalForce RAPC does provide legal services — trademark prosecution, federal patent litigation through PatentVC, and other matters within its scope of practice — but those services:

• Are provided under separate engagement letters distinct from a Graveyard.vc wind-down engagement
• Are subject to standard conflicts-of-interest screening
• Do not arise automatically by virtue of having retained Graveyard.vc as Assignee or financial advisor
• Where retained, create a normal attorney-client relationship governed by California Rules of Professional Conduct

If you need legal counsel — for the company, for yourself personally, for your board, or for an individual creditor — and you are interested in retaining LegalForce RAPC for that purpose, we will discuss it as a separate engagement and apply appropriate conflict screening.

Where this applies.

Our practice is California-centered. The site's content is most accurate for California law and practice. We handle some matters in Delaware and Texas, where the underlying state-law mechanics are similar but not identical. Beyond those jurisdictions, the rules vary materially. Anything you read here should be re-examined against the specific law of any relevant state with the help of counsel licensed in that state.

How to reach us.

For questions about this disclaimer or any of the topics it covers, email team@graveyard.vc. For physical mail, address correspondence to LegalForce RAPC Worldwide, 1580 W. El Camino Real, Suite 13, Mountain View, CA 94040.