Services Corporate & Founder Support
Fundraising
What should founders
focus on beyond valuation?

Valuation matters, but it is rarely the only term that shapes the outcome of a fundraising round. In many deals, the harder questions sit in control rights, reserved matters, information rights, founder vesting, transfer restrictions, board composition, investor consent mechanics and exit provisions.

A founder who negotiates valuation carefully but accepts governance language loosely may end up having won the headline and lost the substance.

Which documents usually matter most?
The key documents will depend on the round, but usually include:
  • 01 The term sheet;
  • 02 SAFE, note or subscription documents;
  • 03 The shareholders' agreement or amended constitutional documents;
  • 04 Side letters, if any; and
  • 05 Key commercial contracts and regulatory materials likely to be diligenced by the investor.
What should be cleaned up before diligence?
Before serious diligence begins, it is usually worth checking:
  • Whether the cap table and historical issuances are clean;
  • Whether all earlier documents were properly executed;
  • Whether any founder or employee equity promises are undocumented;
  • Whether major customer, technology or partnership contracts contain unusual restrictions; and
  • Whether the regulatory position described to investors matches the company's actual footing.
Why is this important?
Because investors do not only assess the investment documents. They assess whether the business behind those documents is organised, coherent and investable. A round often moves more efficiently where the legal work is not limited to redlining the investment pack but extends to cleaning up the surrounding issues that are likely to surface anyway.
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