For thirty years, Silicon Valley wind-downs went to one firm. We rebuilt the practice on AI infrastructure, transparent fees, and mutual terms. Here is the case — line by line.
Every comparison on this page uses the actual standard engagement letter the legacy practice (notably Sherwood Partners, Inc.) presents to venture-backed startups when hired as Assignee. We've read enough of them. We're publishing the comparison in public so founders, boards, and lead investors can see the difference before the conversation gets hard.
Every wind-down is different, but the same math repeats: an up-front fee, a transaction percentage on every dollar of recovery, and a tail that follows the engagement after termination. Three line items. One total. Run the same scenario through both letters.
A venture-backed company runs out of runway. Strategic buyer emerges through outreach. Asset sale closes at $5,000,000 in gross proceeds. No earn-out. No earlier-contacted parties. Estate qualifies for Tier III — Capital. Here's what each firm actually takes.
$105,000 savings · 17% lower on Tier III Capital — and that money goes to creditors and equityholders, not to wind-down fees. Where the case really separates is on legal terms: no 24-month tail, mutual indemnification, mutual confidentiality. On Tier I Compact ($200K estate) the savings are ~22%; on Tier II Aligned, the firm earns nothing below the agreed creditor threshold.
The fee gap matters because the sale proceeds, after secured creditors and administrative expenses, are what flows down to unsecured creditors and equityholders. Every dollar paid in fees is a dollar that didn't reach a creditor. A board member with a fiduciary duty to the company's enterprise value owes that constituency a wind-down structured to maximize recovery — not to maximize the assignee's bonus.
And it's worse than the headline numbers. The standard letter contains a 24-month tail provision: any party the assignee contacted during the engagement triggers the 12% bonus if they close on the assets at any point in the next two years — even if the assignee is no longer engaged. We have eliminated the tail in every published structure.
Strip away the marketing. The deepest difference is in the business model itself: one firm makes more money the longer the engagement runs and the harder the negotiation gets; the other makes more money only when creditors actually recover.
A fixed up-front advisory fee, fully earned at signing, regardless of outcome. Plus a percentage of every transaction.
The legacy assignee is paid $35,000 the day the engagement letter is signed — money that is "fully earned" upon execution and is not contingent on creditor recovery, sale closing, or any defined deliverable. The 12% transaction bonus is layered on top, and applies regardless of whether the recovery covers the secured creditor, much less anything else.
Three engagement tiers, qualified by estate size. The Aligned tier earns nothing until creditors clear the agreed threshold.
Our Tier II — Aligned Engagement has $0 advisory fee and earns nothing at all below the agreed creditor recovery threshold. The Aligned tier is also available on board request for any estate above $1M when fiduciary signaling matters more than fee certainty. The structure makes our incentive to maximize creditor recovery legible on the engagement letter itself.
This isn't a small distinction. Boards facing a wind-down are required to act in the best interest of the company's enterprise value — which, when the company is insolvent, means the interests of creditors. An engagement structure that pays the assignee whether or not creditors recover anything is hard to defend on a fiduciary record. An engagement structure where the assignee earns its fee only when creditors are made whole is the opposite.
This is why Tier II — Aligned exists. It is not a marketing claim. It is a contractual instrument: we earn nothing below the threshold. We bear the risk of the wind-down's outcome alongside creditors. That is the alignment a fiduciary record needs.
It is also why the firm exists in the first place. Graveyard.vc's founder, Raj Abhyanker, grew up in a family retail business in Phoenix; he finished college and went on to law school only after that family business wound down. He has launched dozens of companies since — and knows from inside both the rush of one taking off and the sadness of one that doesn't. The conviction that founders facing a wind-down deserve a practitioner who has lived both sides of the situation isn't a marketing line — it's the personal foundation a firm gets built around recovery-alignment instead of fee-extraction.
The legacy practice was founded in the mid-1990s and the operating playbook has not materially changed. A rolodex of corporate-development contacts; a manual document-drafting practice; quarterly PDF reports to creditors. We rebuilt every one of those pieces on AI infrastructure — six systems, named, deployed, and running on every engagement.
Runway, debt stack, cap table, IP, headcount in. Modeled recovery range out — before the first call ends.
~60 minvs. the legacy 4–6 weeks8 years of acqui-hire and patent-transfer data, plus Trademarkia's 125,000-client network across 80+ countries.
125K+network nodes vs. a single rolodexTrained on Trademarkia transaction data, USPTO assignments, and comparable IP sales. Valuation memo at signing.
$1B+in IP authored or sold by our teamGeneral Assignment, Board Resolution, Stockholder Consent, Interested Party Declaration, Patent & Trademark Assignments, 401(k) appointment, Compensation Letter — AI-drafted, attorney-reviewed.
8 docsin hours vs. days-to-weeks per documentCreditors submit Proofs of Claim. AI verifies. Statutory priority distribution modeled in real time. Auditable end-to-end.
livevs. quarterly PDF statementsState-by-state ABC variation: California is non-judicial; Delaware Chancery requires affidavit, bond, appraisal; Texas adds preference recovery. Modeled, not improvised.
3 statesprogrammatically vs. CA-focused practiceNone of this is a magic trick. The components are off-the-shelf engineering: vector search, document generation, structured ledgers. What's unusual is that the ABC industry has spent thirty years not building any of it. The market was small enough, the customer base captive enough, and the incumbent comfortable enough that the technology never showed up. We're showing up.
Below is a clause-by-clause comparison drawn from the legacy practice's actual standard engagement letter against our published letter at graveyard.vc/engagement-letter. Every term the legacy assignee requires has a corresponding line in our letter — the question is which side of each line you'd rather sign.
The most consequential line above, for a board carrying real fiduciary risk, is the indemnification asymmetry. The legacy practice's letter requires the Client (your company) to indemnify the assignee and all of its affiliates and their employees against essentially any claim arising from the engagement — including shareholder actions, including matters arising from information provided in good faith. This is enforceable. We have read settlements where it was enforced.
Our letter, by contrast, is mutual and narrow: each side indemnifies the other only for losses arising from its own gross negligence or willful misconduct. That is the standard a board can defend in a deposition.
The legacy practice is a wind-down firm only. Graveyard.vc sits inside a three-firm IP and litigation platform: Trademarkia (the world's largest brand-protection registry), PatentVC (federal-court patent litigation), and LegalForce RAPC (the operating law firm). The infrastructure differential matters most where the wind-down is a complex IP transaction.
Approximately 30 employees in a single office. No proprietary technology platform. No in-house IP prosecution or litigation muscle.
When the legacy assignee needs to file a Patent Assignment with USPTO, it goes to outside counsel. When the assignee needs to enforce a patent license to extract value, it goes to outside litigators. When the assignee needs an international trademark recordal, it goes to a network of foreign agents — at the rates and timelines those firms charge.
Trademarkia: 125K+ clients, 80+ countries. PatentVC: federal litigation in-house. LegalForce RAPC: 50+ attorney law firm.
Patent assignments file directly through Trademarkia infrastructure. Trademark recordals run through the same network used by 125K+ clients. Enforcement-led IP monetization runs through PatentVC's federal-litigation team. Foreign filings happen at platform rates. The wind-down isn't outsourced to vendors — it's executed inside the platform.
This compounds in the IP-monetization workstream that frequently produces the largest single distribution from a venture-backed wind-down. Patents authored or invented by our founder, Raj Abhyanker, have been licensed or sold for over $1 billion. When a portfolio requires litigation to extract value, we have a federal-court litigation practice already engaged. Legacy practitioners do not.
Speed in a wind-down is not a vanity metric. The asset is depreciating. The team is leaving. The acqui-hire window closes. Every week that passes between insolvency and structured sale is a week of value erosion. Compare the timelines.
There are real arguments for the legacy practice. Most are weaker than they look. We've heard them all. Here's the response on each.
Yes — they have thirty years of experience doing it the old way. Manual document drafting. Sequential rolodex outreach. Quarterly PDF reports. The longevity argument cuts the wrong direction once you accept that the operational practices are obsolete. The right experience is recent and relevant: financial advisory infrastructure, IP-monetization platforms, software-driven creditor administration. Our team's experience is in the post-2020 distressed market, with the tools the post-2020 market actually needs.
Legacy assignees have a rolodex. We have a graph. The Trademarkia network alone is 125,000+ clients across 80+ countries — corporate development teams, defensive aggregators, IP funds, NPEs, strategic acquirers. The Buyer Graph maps that network against eight years of acqui-hire and patent-transfer pattern data, so we surface the 30 buyers most likely to close — not 500 we haven't talked to since 2018.
The asymmetric indemnification clause in their standard letter makes the legacy practice the riskiest choice for a board carrying real fiduciary exposure. Their letter requires Client to indemnify the assignee and all affiliates for "any losses, claims, damages, liabilities, or actions" related to the engagement — including shareholder actions and matters arising from information you provided. That is not safe. That is asymmetric risk transfer to the board. Our mutual indemnification is the safe choice.
We hear this. The answer is to bring the lead investor into the comparison directly — share this page, share our engagement letter, run the fee math against the actual expected recovery. Lead investors who understand liquidation preferences also understand $105K of saved fees on a $5M sale (and proportionally more on smaller estates) — money that flows to their preferred return without any reduction in the quality of process. The conversation we recommend is: "I want to invite Graveyard.vc to bid for this engagement alongside the legacy assignee — here is the cost-benefit." Most lead investors agree once the terms are visible.
Graveyard.vc is the wind-down practice of LegalForce RAPC Worldwide P.C., the operating law firm that has run Trademarkia for 15 years and built PatentVC's federal-litigation practice. We are not a new firm. We are a new practice inside an established firm, with the depth of bench, infrastructure, and case experience to handle contested matters — including the worst kind, the patent-litigation-heavy IP-asset wind-down, where the legacy practice typically subcontracts.
A page with no caveats is a marketing page. This isn't one. There are situations where the legacy practice is reasonably the right choice — we want you to know what they are.
If your company has a long-standing operating relationship with the legacy assignee — for instance, the secured creditor or lead investor has worked with them on multiple prior engagements — there is real value in that institutional familiarity. For very small estates (under ~$500K of expected residual value), the savings on fees may not exceed the friction cost of switching. We will tell you that, in writing, in a Triage AI memo, before you commit either way.
The legacy practice has long-standing relationships with bankruptcy courts in multiple districts. If the matter requires concurrent Chapter 11 filings, multi-state federal litigation coordination, or specific judges with whom the legacy practitioner has decades of credibility, those relationships are real. We don't pretend to have them. For most venture-backed startup wind-downs this is not relevant — they are state-law ABCs in California or Delaware. But for the rare matter that crosses into complex federal bankruptcy, we will refer it.
"Nobody got fired for buying IBM" is a real thing. Choosing the incumbent is itself a fiduciary-defensible decision — even if the incumbent is the wrong choice on the merits, because the decision can be justified on the basis of the incumbent's market position. We disagree with this analysis on the math, but we acknowledge it as a reasonable position. If you choose the legacy practice for incumbent-protection reasons, we won't argue further. We just want the choice to be made knowingly, with the term-sheet comparison visible.
The point of this section is to make it harder for someone to dismiss the page as one-sided. If we tell you when our competitor is the right choice, we earn the right to tell you when we are.
Three reasons in order of weight: (1) lower fees — every published Graveyard.vc structure costs less than the legacy practice's standard $35K + 12% + 24-month tail; (2) better legal terms — mutual indemnification, mutual confidentiality, no liquidated-damages non-solicit; (3) better technology — six AI systems running on every engagement, including buyer-matching, valuation, and live creditor reporting. Each individually is a reason to switch. Together they're the case.
The legacy practice's standard letter takes $635,000 on a $5M sale ($35,000 advisory + 12% × $5M = $600,000 transaction bonus). Graveyard.vc's Tier III — Capital Engagement takes $530,000 ($30,000 advisory + 10% × $5M). That's a $105,000 savings (17%) on a single transaction. On a $200K estate under Tier I — Compact, the spread is roughly 22% in our favor. Tier II — Aligned earns nothing below an agreed creditor recovery threshold and is the strongest fiduciary record for boards facing real liability exposure.
The legacy industry-standard engagement letter charges a 12% transaction bonus on the gross proceeds of any sale, license, or acqui-hire of the company's assets. The bonus applies regardless of which party introduced the buyer. The bonus also applies to earn-out payments, paid out as the earn-out is realized. The bonus is layered on top of a $35,000 advisory fee that is fully earned at signing.
Yes. The legacy industry-standard letter contains a 24-month tail: any party the assignee contacted during the engagement triggers the full transaction bonus if they close on the company's assets at any point in the next two years — even if the assignee is no longer engaged. The tail is one of the most aggressive features of the standard letter. Graveyard.vc has eliminated post-termination tails in every published structure.
Yes. Graveyard.vc is the wind-down practice of LegalForce RAPC Worldwide P.C., the operating law firm behind Trademarkia (125,000+ clients in 80+ countries) and PatentVC (federal-court patent litigation). Founded by patent attorney Raj Abhyanker — inventor of Nextdoor.com, founder of Trademarkia, with patents licensed or sold for over $1 billion. Led from Menlo Park by Jonathan Lilo Bitumba (CFA) with governance from Amien Gassiep (20 years of Big-4 audit and risk leadership).
Yes. The legacy industry-standard engagement letter requires the Client to indemnify the assignee and its affiliates for "any losses, claims, damages, liabilities or actions related to or arising out of this Engagement" — including shareholder actions, including matters arising from information contained in the materials Client provides. There is no reciprocal indemnification running from the assignee to Client. Graveyard.vc's standard letter is mutual and narrow: each Party indemnifies the other only for losses arising from gross negligence, willful misconduct, or breach.
Yes — and arguably, the analysis flows the other direction. A board has a fiduciary duty to maximize the company's enterprise value, which on insolvency means creditor recovery. An engagement structure that pays the assignee less and aligns the assignee with creditor recovery is the more defensible choice on the fiduciary record, not the riskier one. The mutual-indemnification clause is also more protective of the directors than the legacy one-way clause. A board memo recording the comparison is straightforward to draft.
Use the confidential intake form. Within one business day, you'll receive a Triage AI memo modeling your specific facts: cap table, debt stack, IP, headcount, runway. The memo includes a fee comparison against the legacy industry-standard letter on your specific projected recovery range. If the comparison favors the legacy practice for your facts, the memo will say so. No engagement, no NDA required to look at the analysis.
The comparison is intentionally specific, intentionally public, and intentionally signed: this is our case for being chosen. If you'd rather see how the math runs on your specific cap table and debt stack, our Triage AI memo will do that within one business day.