Funding

The question

You are about to raise money, or you suspect you will need to within a year. Investors will ask who owns the IP, what the cap table looks like, which contracts can be terminated on a change of control and whether the company complies with the rules for its sector. You want answers that hold up, and you want to keep your attention on the business while the round runs.

The financing can take several forms: equity from angels or venture funds, convertible instruments, bank or IP-backed debt, regional co-investment and public funding. They differ in what the investor receives in return, what control you give up and how long the process takes.

Clients come to us at different moments: a founder with a first term sheet and no experience of one, a company planning a seed or Series A round within the year, a family business bringing in a minority investor, or a company that wants to combine equity with grants and bank debt.

Our approach

We start before the first investor meeting, with an investor-readiness review. It covers the points that most often surface in investor due diligence: whether founders, employees and contractors have assigned their IP to the company, whether registered rights are in the company's name, whether key contracts and licences are signed and transferable, and whether data protection and sector rules are in order. Our guide to valuing an IP portfolio explains how investors look at that asset.

In parallel we organise the evidence. We set up a structured data room with an index, controlled access and a log of questions and answers, so that the process with each investor is orderly and answers stay consistent.

When an offer arrives, we review the term sheet with you: valuation mechanics, liquidation preference, anti-dilution, governance and reserved matters, vesting and leaver terms, and exclusivity. Our article on funding rounds, term sheets and investment agreements describes these points in detail. We then draft and negotiate the investment agreement, the shareholders' agreement, the new articles of association and the closing documents, using our Document Studio for the first drafts that a lawyer then revises.

Non-dilutive funding runs next to the round. Regional R&D grants, the withholding tax exemption for researchers and the innovation income deduction lower the cash you need to raise, and we model them together with the equity plan. See R&D grants and subsidies.

Throughout the round, we keep a running list of open points: what the investor has asked, what we have answered and what still needs a decision from the founders. Each investor sees only its own communications. Our technology produces the first drafts and the data room index, but the lawyer decides what to concede, what to resist and what to explain to the founders in plain terms before they sign. Closing is prepared with a checklist of signatures, notarial formalities and payments, so that nothing is missing on the day.

What you get

• A short readiness report listing gaps by priority and how to close them.
• A data room structured for the investors you will approach.
• A marked-up term sheet with a note on negotiating points.
• Draft and final investment agreement, shareholders' agreement, articles and closing documents.
• Advice on how public funding and tax incentives fit with the round.

Each document is checked and signed off by a lawyer before it goes to the other side. Tax and accounting points are coordinated with your accountant.

Consider a Leuven software company preparing a seed round. In the readiness review we find that one co-founder left two years ago and never signed an assignment, that the main trademark is registered in a founder's name, and that the customer contracts contain termination rights on a change of control. We fix the assignment and the trademark, list the contracts that need consent, and build the data room. When the term sheet arrives we mark it up, explain what each clause does in plain terms, and propose a position on the liquidation preference and the option pool. The lawyer drafts and negotiates the final agreements, and the founders decide on every commercial point.

Next step

Tell us what you intend to raise, from whom and by when. We will tell you what to prepare first.

Schedule a meeting or contact us.