01 / 09 · Practice areaThe round, with the right documents.
Round preparation, term sheet, investment instruments and post-round agreements, on the startup side or the investor side.
What we handle
Round preparation
Data room, cap table and open issues resolved before you talk to investors.
Term sheet
Review and negotiation of the key terms before the definitive agreement.
Investment instruments
Convertible notes, subscription options and angel investment agreements (contrato de investimento-anjo).
Post-round agreement
Quotaholders’ or shareholders’ agreement with the new investors.
Angel investor advisory
Review of the agreement and of the investor’s protections.
Startup due diligence
Getting organized to answer what the investor will ask for.
Solutions for this topic
Frequently asked questions
Convertible note or direct equity?
A convertible note postpones the investor’s entry into the company’s shareholder base and the valuation discussion; direct equity makes the investor a shareholder right away. The choice depends on the startup’s stage and on what was negotiated.
Is an angel investor liable for the startup’s debts?
Under the instruments provided for in Brazil’s Startup Legal Framework (Marco Legal das Startups), as a rule, no: the investor is not considered a partner and is not liable for the company’s debts (Complementary Law 182/2021, art. 8).