A fundraising is not just about an amount and a valuation. It is above all dozens of clauses — liquidation preference, veto rights, anti-dilution, exit clauses — that lastingly redefine control of your company. What you sign in the first round shapes the whole trajectory of the following rounds.
Maître Léa Scemama assists founders and companies in the legal structuring of their fundraising in Paris, from term sheet to closing, with the constant aim of preserving your future room for manoeuvre.
Term sheet and negotiation of terms
Everything often plays out at the term sheet. This document, presented as a mere non-binding framework, actually sets the essentials: pre-money valuation, amount invested, capital composition after the operation, governance rights and exit conditions. The firm deciphers each term, measures its consequences and negotiates the balance points before you commit.
The capital increase
The entry of investors most often takes the form of a reserved capital increase. It requires precise formalities: waiver of the preferential subscription right in favour of the investors, setting the issue price and premium, collective decisions and filing formalities. The firm secures all these steps.
Warrants, BSPCE and convertible bonds
Beyond the classic capital increase, a round often uses finer instruments: warrants (BSA) to involve investors or partners, BSPCE to incentivise key employees within a favourable tax framework, convertible bonds or SAFE-type instruments to defer valuation. The firm selects and drafts the instruments suited to your situation.
The investment agreement
The investment agreement extends the shareholders' agreement: it organises the investor rights (information, veto, representation) and the exit mechanisms (liquidation preference, tag-along and drag-along clauses). The firm negotiates these clauses to reconcile the investors legitimate expectations with preserving the founders control.
Due diligence, conditions and closing
Before releasing the funds, the investor conducts a legal audit of the company. A well-kept company — up-to-date articles, regular minutes, secured intellectual property, key contracts in order — inspires confidence and speeds up closing. The firm prepares the company for this audit and manages the fulfilment of conditions precedent through to signing.
Why a lawyer for your fundraising?
Facing professional and well-advised investors, a lone founder is in a position of weakness. The lawyer restores the balance, protects your long-term interests and avoids clauses that mortgage future rounds or the exit. They connect the operation with your company's life, from formation to transmission.
Frequently asked questions
What is a term sheet?
The term sheet (or letter of intent) sets out the main conditions of the investment before the final documents are drafted: valuation, amount, governance, investor rights. Although largely non-binding, it frames the entire upcoming negotiation: its terms must be discussed carefully.
What is the difference between BSA and BSPCE?
The BSA (share subscription warrant) is an instrument open to any beneficiary (investor, partner). The BSPCE is reserved for employees and managers of young companies and benefits from a favourable tax regime. Both are used to give a stake in the capital without an immediate cash outlay.
How can founders protect against dilution in a round?
Several mechanisms exist: ratchet clauses, preferential subscription rights, warrants granted to founders, or negotiation of the valuation. The investment agreement organises the balance between the investor entry and preserving the founders position.
Do founders need their own lawyer in a fundraising?
Yes, it is strongly recommended. Professional investors are assisted by their own advisers and present documentation to their advantage. A founder-side lawyer rebalances the negotiation and avoids accepting clauses with heavy consequences for future rounds.