Private Equity and Venture Capital – Advisory for Funds and Founders
We advise private equity and venture capital funds, companies seeking growth financing, their founders, and executive management teams. We handle investments at every stage – from structuring and equity entry terms, to share sales and other exit mechanisms.
We draft investment documentation, conduct legal due diligence, and negotiate shareholder arrangements. Throughout the investment lifecycle, we assist portfolio companies with follow-on financing, add-on acquisitions, and the exercise of ownership rights. We also lead cross-border projects.
Team Experience
Our lawyers have gained experience advising funds and other investors operating in Poland and Central & Eastern Europe. These entities have included Bridgepoint Private Equity, Advent International, Montagu Private Equity, Value 4 Capital, Custodia Capital, 21 Concordia, ESO Capital, Liberty Global, Innova Capital, Argus Capital, Amundi Private Equity, Societe Generale Private Equity, Enterprise Investors, KBC Private Equity, Krokus Private Equity, Kulczyk Holding, and Harvent Capital, as well as ARIA AIFM S.A., Polish Venture Fund, Tar Heel Capital, and Xevin Investments.
They have also acted on transactions opposing parties such as Avallon, CVI, and The Carlyle Group. The team’s experience also includes acquisitions carried out by portfolio companies of funds, including Enterprise Investors and Innova Capital.
Scope of Services
Financing Rounds and Growth Capital
We support companies and investors through seed, Series A, and subsequent financing rounds, as well as investments aimed at business expansion. We negotiate terms for share or stock subscriptions, capital use policies, and investor rights. When advising founders, we focus on their ongoing role in the company and the implications of future financing rounds.
Buyouts
We advise on leveraged buyouts (LBOs), management buyouts (MBOs), and management buy-ins (MBIs). We draft transaction documentation structured around equity contributions, debt financing, and mezzanine instruments.
Investment Agreements and Shareholder Governance
We prepare and negotiate term sheets, investment agreements, share subscription agreements (SSAs), and shareholders’ agreements (SHAs). Key matters we cover include:
- anti-dilution protections, including weighted average and full ratchet mechanisms;
- pre-emptive rights for future issuances and share transfer restrictions;
- tag-along and drag-along rights, alongside liquidation preferences;
- reserved matters requiring investor consent or qualified majorities;
- board appointment rights and deadlock resolution mechanisms.
Incentive Schemes
We design management and employee share option plans (ESOPs), addressing their legal and tax implications. We advise on share acquisition, option grants, and cash-settled schemes, such as phantom stock plans. We structure vesting terms, required commitment periods, and bad/good leaver provisions.
Exits
We handle trade sales to strategic buyers, secondary buyouts to other funds, and founder/management buybacks. We prepare the company and transaction documentation for the selected exit route, aligning with shareholder agreements.
Portfolio Company Support
We incorporate special purpose vehicles (SPVs) and co-investment structures. We advise on recapitalisations, bridge financing, and day-to-day corporate governance. We support portfolio companies with add-on acquisitions and post-acquisition legal integration.
Questions and Answers
Which terms of an investment agreement should founders pay closest attention to?
Beyond valuation and funding amounts, governance rules dictate how the company will be run. Founders should thoroughly evaluate investor consent rights (reserved matters), anti-dilution protections, liquidation preferences, and leaver provisions. It is equally important to consider how these terms will interact with future funding rounds or an eventual investor exit.
What is the difference between participating and non-participating liquidation preference?
Liquidation preference determines the investor’s priority in distributing proceeds during exit events or liquidity events specified in the contract. In a non-participating structure, the investor chooses between receiving their pre-agreed preference amount or sharing in the total proceeds pro-rata according to their equity holding. In a participating structure, the investor first receives their preference amount and then additionally shares in the remaining proceeds alongside common shareholders. The net return for founders depends on multipliers, caps, and overall transaction value.
How do vesting and reverse vesting work?
Vesting means equity rights are earned incrementally over time or upon hitting specific performance milestones. Reverse vesting applies to equity a founder already holds: the contract specifies what happens to those shares if the founder leaves before a target date. Key terms to negotiate include vesting schedules, cliff periods, leaver categories, and repurchase pricing. These mechanisms align long-term commitment without guaranteeing future retention.
How does the firm support add-on acquisitions?
We perform legal due diligence on target companies, draft acquisition agreements, and negotiate transaction terms. Our scope is tailored to the portfolio company’s operational profile and strategic acquisition targets. We also assist with corporate restructuring and contract alignments required to seamlessly integrate the acquired business into the existing group.
