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.
A fundraising lawyer in Paris, Maître Léa Scemama assists founders and companies in the legal structuring of their fundraising across France, from term sheet to closing, with the constant aim of preserving your future room for manoeuvre. See all our services in corporate law.
How we work
| When we act | What we do | What you receive |
|---|---|---|
| Before the term sheet | Analysis of your capitalisation table and of the instruments available | A note distinguishing what is negotiable from what is not |
| Term sheet | Clause-by-clause reading, assessment of the effect on later rounds, negotiation | A term sheet whose every consequence you understand before signing |
| Documentation | Capital increase, investors agreement, warrants, founder warrants, convertible notes | Documentation that is consistent from one deed to the next |
| Data room | Preparing the company for the investor's due diligence | Due diligence that does not lengthen the timetable |
| Closing | Satisfaction of the conditions precedent, shareholder resolutions, filing formalities | Funds released and the share capital up to date |
Our billing arrangements are set out on our fees page.
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.
A capital increase is one of the capital operations we also handle outside a funding round, alongside capital reductions and accordion transactions: see our page on restructuring and mergers.
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.
Eligibility for BSPCE depends on features of the company settled at incorporation: its legal form, its age and the ownership of its capital. Those choices are set out on our page on company formation.
BSPCE after the 2025 and 2026 finance acts
The regime for BSPCE, the founder share warrants, was overhauled by the 2025 finance act, and two changes now drive how an incentive plan is built.
First, the gain made on exercising the warrant, that is the difference between the exercise price and the value of the share on the day of subscription, is now separated from the capital gain made later on sale. Each follows its own rules, which changes the calculation the beneficiary must anticipate.
Second, shares subscribed by exercising BSPCE can no longer be held in a French equity savings plan.
The company's eligibility must also be checked before announcing anything to the team: the conditions are set out in the table below. A company that no longer meets them must turn to other instruments, free shares or warrants.
Key figures of the BSPCE regime
The scheme is reserved to companies that meet five conditions, set by article 163 bis G of the French Tax Code.
| Condition | Threshold |
|---|---|
| Legal form | Company limited by shares |
| Tax | Subject to corporate income tax in France |
| Age | Registered with the trade and companies register for less than fifteen years |
| Listing | Not listed, or a market capitalisation below €150 million |
| Shareholding | At least 15% held directly and continuously by individuals, for warrants issued since 1 January 2026 (25% before) |
The shareholding threshold for individuals, previously 25%, was lowered to 15% by the 2026 finance act, for warrants issued from 1 January 2026. The relevant date is the issue date, not the grant date to beneficiaries, which can change the regime applying to a plan decided at the end of the year.
| The two gains | Basis | Taxation |
|---|---|---|
| Exercise gain (employment benefit) | Difference between the value of the share on the exercise date and the acquisition price set at grant | Income tax at the flat rate of 12.8%, or the progressive scale on option; rate raised to 30% where the beneficiary has less than three years of activity in the company at the date of sale, plus 17.2% social levies |
| Capital gain on sale | Difference between the sale price and the value of the share on the exercise date | Ordinary regime for capital gains on securities (article 150-0 A of the French Tax Code): 30% single flat-rate levy or the progressive scale on option, with possible deferral and rollover |
These amounts reflect article 163 bis G of the French Tax Code as currently in force and the tax authority's published guidance. As finance acts change them often, they must be confirmed at the date of publication.
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.
The clauses negotiated in the first round resurface at the exit: that is the subject of our page on share transfers.
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.
Related topics
- Shareholder disputes: disputes between founders and investors after the round.
- Commercial contracts: the contracts examined during due diligence.
Written by Maître Léa Scemama, admitted to the Paris Bar, Miraï Avocats. This page states the law applicable at its update date. It is general in nature and does not constitute advice tailored to a particular situation.