Investment Round Negotiations
We enter the game when a VC fund puts a Term Sheet on the table. We analyze every comma in terms of your control over the company. We don't allow for aggressive exit clauses and unfair profit distribution. We act as your shield so you can focus on building the product, not on fighting the investor's lawyers.
Verification of Term Sheet and Company Agreement
A VC fund sends a Term Sheet, and you usually have 4 or 5 days to respond. This is not the time for happy scaling planning, but for cool calculation. In 2023, we analyzed 14 such documents for founders from Katowice and Kraków. In 9 cases, we found liquidation preference clauses that in practice deprived founders of profit when selling the company below a certain amount. The game for control starts right here, with the definition of the exit event and the division of influence.
Protection against aggressive clauses
Investors often push for anti-dilution clauses that protect them but hit your shares hard in subsequent rounds. We check if the mathematics in the contract matches your plan for the future. If the fund wants a veto right on every expenditure decision above 8500 PLN, it means they are not buying shares, they want to manage your office. Honestly, sometimes it's better to let go of a round than sign a pact that blocks the board's operational freedom (it happened that we advised against signing an agreement twice last quarter).
- Verification of Drag-along and Tag-along clauses – we set exit thresholds at real levels.
- Establishing the composition of the Supervisory Board – we make sure you retain at least 2 out of 3 decisive seats.
- Blocking clauses on contractual penalties for operational errors that do not result from willful misconduct.
Tight share structure after capital entry
Money likes silence, and your share structure must be resistant to hostile takeovers or decision-making paralysis. Our process usually lasts from 11 to 18 business days. We start with a 3.5-hour strategic session where you set the baseline conditions you won't give up. Then we take over communication with the fund's lawyers. In July 2024, we saved 13% of vote control for a software house in Gliwice by changing only one clause regarding the appointment of a board member by a minority investor.
Heads-up: Investors respect founders who know their worth and can set boundaries. A soft approach in the first round is an invitation to even tougher conditions in Round B. Alians Business Diplomacy makes sure the hard facts on paper match the promises made during business dinners. We build a legal shield that lets you sleep peacefully while others worry about capital dilution.