Webinarium odc. 3 "Jak współpracować z inwestorem? Umowa inwestycyjna z funduszem VC"

Introduction

This tutorial provides a comprehensive guide on how to collaborate with investors, particularly focusing on investment agreements with venture capital (VC) funds. It is based on insights from the webinar hosted by Zygmunt Grajkowski and Rafał Stroiński, covering essential legal structures and key documents involved in VC investments.

Step 1: Understanding Investment Agreements

Investment agreements are crucial for establishing the terms of collaboration between an investor and a startup. Key points to consider include:

• Types of Agreements: Familiarize yourself with different types of agreements, such as:
  • Term Sheets
  • Shareholder Agreements
  • Investment Contracts
• Purpose of a Term Sheet: This document outlines the basic terms and conditions of the investment, serving as a foundation for the detailed agreement.

Practical Tip: Always negotiate the term sheet carefully, as it sets the tone for the entire investment process.

Step 2: Key Components of the Term Sheet

When drafting or reviewing a term sheet, ensure it includes the following components:

• Valuation: Understand how the company's value is determined.
• Investment Amount: Specify the amount the investor will contribute.
• Equity Stake: Detail the percentage of ownership the investor will receive.
• Board Representation: Outline if and how the investor will have a seat on the board.
• Rights of First Refusal: Include provisions that may restrict the selling of shares without investor approval.

Common Pitfall: Neglecting to clarify the rights of existing shareholders can lead to disputes later.

Step 3: Drafting the Investment Agreement

Once the term sheet is finalized, the next step is drafting the investment agreement. Key considerations include:

• Legal Framework: Ensure compliance with local laws and regulations.
• Detailed Clauses:
  • Confidentiality: Protect sensitive information exchanged during negotiations.
  • Exit Strategy: Define how and when the investor can exit the investment.
  • Dispute Resolution: Establish procedures for resolving conflicts.

Practical Tip: Engage a legal professional to assist with drafting to avoid potential legal issues.

Step 4: Closing the Deal

The final step involves closing the deal, which includes:

• Final Review: Conduct a thorough review of all documents to ensure accuracy and completeness.
• Signatures: Obtain signatures from all parties involved to formalize the agreement.
• Fund Transfer: Coordinate the transfer of funds as outlined in the agreement.

Real-World Application: Successful completion of a VC investment can lead to significant growth opportunities for your startup.

Conclusion

Collaborating with investors through well-structured investment agreements is crucial for a successful venture. Key takeaways include understanding the importance of term sheets, drafting comprehensive agreements, and ensuring all legal aspects are covered. For next steps, consider seeking legal counsel to navigate the complexities of investment agreements and prepare for engaging with potential investors effectively.