Negotiation with investors in the context of a fundraising
The negotiation phase between all stakeholders constitutes a structuring step in the context of a fundraising operation. Beyond the mere determination of the financial conditions of the investment, it involves defining a legal and organizational framework to ensure a lasting balance between the interests of the founders, current partners, and new investors.
Whether it is business angels, family offices or investment funds, each category of investor is characterized by specific market practices, governance requirements, and investment policies, which must be taken into account in the legal and financial structuring of the operation.
Our firm assists its clients in preparing, conducting, and securing negotiations with investors in order to preserve the interests of all parties and ensure the legal, contractual, and fiscal regularity of the fundraising.
Our areas of intervention
1- Strategic preparation of the negotiation
Upstream structuring work is a determining factor in conducting negotiations:
- Analysis of the founders' objectives and the company's development strategy;
- Study of the expectations and policies of different types of investors;
- Identification of strategic negotiation points;
- Anticipation of legal, financial, contractual, and tax issues;
- Development of a negotiation strategy adapted to the operation.
2- Negotiation of the economic conditions of the investment
The financial conditions of the investment are a central element of discussions between the company and the parties to the operation:
- Analysis of the investment terms and their dilutive effects on capital distribution;
- Analysis and legal framework for determining the share subscription price;
- Structuring of the financial instruments used;
- Negotiation of financial and voting rights attached to the securities;
- Anticipation of the impacts of the operation on future funding rounds and capital structure.
3- Negotiation of investor rights and governance
The entry of investors into the capital generally implies a change in governance and control mechanisms:
- Defining the terms for investor representation on governance bodies;
- Negotiating information and control rights;
- Framing strategic decisions requiring authorization;
- Preserving the balance between the decision-making power of current partners and investor rights.
4- Negotiation of liquidity clauses
Investors generally seek contractual mechanisms to secure their investment and organize exit conditions. Our firm assists its clients in negotiating clauses such as: Contractual mechanisms to secure partner rights and frame exit terms are systematically integrated into operations. Our firm assists its clients in negotiating key clauses:
- Co-sale clauses(including tag-along and drag-along clauses);) ;
- Liquidity clauses;
- Anti-dilution mechanisms;
- Ratchet clauses; ;
- Founder commitments for presence and non-competition;
- Organization of sale procedures or any other mechanism for third-party entry into the capital.
5- Assistance in negotiations and finalization of the operation
The final phase of fundraising requires rigorous coordination between the economic aspects and the legal and contractual documentation of the operation:
- Assistance in exchanges with stakeholders;
- Coordination with financial advisors and other contacts;
- Legal and tax security of agreements reached;
- Management through to the signing and effective implementation of the operation.
A confidential, rigorous, and tailored approach
Each fundraising presents specific challenges related to the nature of the investment, the company's maturity, and development prospects. Our assistance is based on:
- A in-depth expertise in investment operations and market practices;
- A Mastery of the legal, contractual, and tax issues related to fundraising;
- A negotiation strategy adapted to the managers' objectives.
A trusted partner to secure relationships with investors
Our firm assists managers, shareholders, and investors throughout the negotiation process, from strategic preparation to the finalization of the operation. Thanks to our expertise, we help secure fundraising operations and establish balanced and lasting relationships between companies and their investors.