Investment law
Rounds from pre-seed to Series A, SAFEs and convertible loans, term sheets and SHAs, ESOPs, founder-side due diligence, selling a stake or the business. We close the round on terms you understand — and without rewriting the company afterwards.
Four strands of the practice
The round
From term sheet to closing — documents and negotiation.
Preparing the company
The structure and documents the investor will see in the data room.
Team and options
An ESOP that works for people in several countries without breaking the tax.
Exit
Selling a stake or the business, secondaries, buy-backs.
The tasks clients came to us with
A seed round: a flip into a Delaware C-Corp with the IP inside
Flip of the Cypriot company, IP assignment, SAFE and ESOP pool to the fund’s requirements. The round closed five weeks after the term sheet.
Two angel SAFEs and an SHA with the first institutional investor
Two SAFEs with different caps converted in the round, an SHA with vetoes only on material decisions, founders kept control of the board.
Selling 100% of a SaaS company to a strategic buyer: SPA, escrow, earn-out
Seller-side DD, warranties with a liability cap, 15% in escrow for 12 months, a revenue-based earn-out.
SAFE or convertible loan?
A SAFE is simpler and carries no interest; a convertible loan has a term and interest. In the US and for US investors, a SAFE; in the EU a loan is often requested because of corporate-law constraints.
When should we flip to Delaware?
When a specific US investor requires it, or there is a plan to sell to a US strategic. “Just in case” usually means unnecessary cost and tax.
How much goes into the ESOP?
Typically 10–15% at seed, topped up in later rounds. Vesting and the leaver rules matter more than the size.
Does the founder pay tax on selling shares?
Yes, in the country of residence; the rate and base depend on the holding structure. Sometimes a holding set up a year before the sale changes the result.
What we have written about investment law
Can a Non-US Startup Use a SAFE?
Usually not as written. A SAFE for a non-US company is a US instrument: Y Combinator’s form recites that the […]
Read articleCorporate Brokerage Accounts for Non-Resident Companies: What IBKR, EXANTE and Saxo Actually Require
Brokers rarely refuse a corporate brokerage account for a non-resident company because the company is foreign. They refuse because the […]
Read articleReceived a term sheet or preparing for a round?
Send the document or describe the terms — we will say what is standard and what is worth negotiating.
- A reply within one working day
- The first consultation is 30 minutes
- Confidential, no obligation