Startups & Growth Funding

Structuring your funding round

We regularly advise on how best to structure your fundraise to benefit from tax-advantaged schemes such as SEIS and EIS, alongside your tax advisers/accountants, and can assist with any restructuring that needs to take place prior to a fundraise to achieve this.

Employee Incentives

Share option schemes including Enterprise Management Incentive (EMIs) schemes, Company Share Option Plans (CSOPs), growth in value share schemes and phantom share schemes can offer businesses a powerful, potentially tax-advantaged way to reward and retain valuable employees while ensuring their interests are aligned with the growth of the business.

We advise on all kinds of employee incentive schemes and deliver personalised support throughout the entire process, from determining which kind of scheme will be right for your business, preparing documentation and ensuring everything gets signed. To keep things simple, we will also liaise with your chosen tax advisers or suggest tax advisers you can use to obtain a valuation, secure HMRC clearance, and ensure ongoing compliance with regulatory requirements.

Drafting and reviewing term sheets

Having a balanced term sheet that is acceptable to both angel investors and founders is key. We can help you draft your term sheet to protect both founders and investors.

If you are looking for investment from institutional investors (generally VCs or family offices), we can review the term sheet delivered to you and help you understand the terms, the commercial risks contained in them and negotiate them favourably.

Managing due diligence

We can assist investors in carrying out due diligence on their target company as well as assisting founders in answering due diligence questions presented by investors as well as managing virtual data rooms.

Negotiating investment paperwork

Any fundraising will require entry into an investment agreement or shareholders’ agreement alongside the adoption of new articles of association or amendments to existing shareholders’ agreements and articles of association. We regularly draft and negotiate these agreements to ensure the protection of founders, the investee company and investors.

Any larger investment round will likely require a subscription agreement, including the founders and the investee company, that gives the investors warranties about the state of the business, for which they will be liable if those warranties turn out to be untrue. We review and negotiate the terms of subscription agreements, paying particular attention to ensuring the founders’ liability is properly limited.

Board advisory terms

Often funding rounds are an opportunity to appoint non-executive directors to a company’s board of directors. We can advise both on the paperwork required to do this (appointment letters or service agreements) and on the right renumeration and incentives package including equity options.