Startup & Venture Capital

The legal choices a startup makes in its first months shape every funding round that follows. A messy cap table, unclear IP ownership or an improvised founder agreement can slow down a deal, or stop it altogether. Web3 startups face an extra layer of complexity: they often raise capital in both equity and tokens, and the two need to fit together.

Early-stage financing has become more standardized, but not everywhere in the same way. SAFEs and convertible instruments are now common in Europe as well, yet they must be adapted to local corporate law to work as intended. Token-based financing adds regulatory questions of its own, starting with whether the tokens will qualify as crypto-assets under MiCA or as financial instruments.

We support founders from incorporation to exit, and we also assist investors entering technology and Web3 deals. We understand both the legal mechanics and the business behind them, so the documents we draft reflect how your company actually plans to grow.

How we can help

• Startup formation and structure: entity and jurisdiction selection, founder equity allocation, vesting, IP assignment and an early cap table built for future rounds
• Co-founder and team agreements: founder agreements, good and bad leaver provisions, IP assignment, non-compete and non-solicitation clauses, and dispute resolution mechanisms
• SAFEs and convertible instruments: SAFEs adapted to European corporate law, convertible notes, valuation caps, discounts and conversion mechanics
• SAFTs and token financing: Simple Agreements for Future Tokens, token warrants and side letters, with a regulatory analysis of the tokens to be delivered
• Seed and Series rounds: term sheets, investment and shareholder agreements, due diligence and data rooms, through to closing
• Employee equity and token incentives: stock option plans, phantom equity, restricted tokens and token vesting, including incentives for international teams
• Bridge financing and down rounds: bridge loans, down rounds, pay-to-play provisions and rescue financing, with a focus on dilution and existing investor rights
• Accelerator and incubator agreements: equity requirements, IP clauses and program commitments, reviewed before you sign
• Exit preparation: cap table and governance clean-up, vendor due diligence, and support in acquisitions and secondary sales

Raising capital in equity and tokens

Many Web3 projects raise funds on two levels: equity in the company developing the protocol, and tokens to be issued at launch. The SAFT was designed for this situation. Investors fund development today and receive tokens once the network goes live, often alongside a SAFE and a token warrant. This model also raises questions that need clear answers early on. Will the tokens be crypto-assets under MiCA or financial instruments? How do equity and token allocations interact? What happens if the token never launches? How will lock-ups and vesting be enforced?

We structure these rounds so that equity and token instruments are consistent with each other and the regulatory status of the tokens is clear before launch. Investor rights are defined from the start. When a round involves US investors, we coordinate with US counsel on securities law aspects.

Our approach

We work with founders as long-term partners, not just for a single deal. We explain trade-offs in plain terms and negotiate terms that are fair and in line with market practice. We keep documentation clean, so that each round makes the next one easier.