Corporate transactions & fundraising: structuring capital at each stage
From the first round of financing to the governance of a mature company, corporate transactions define who owns what, who decides and under what conditions shareholders can leave. Aknin Avocats supports founders and investors at each stage of this cycle.
Capital increase and financing rounds
Whether it is a seed, a series A or a growth round, the firm intervenes to:
- Structuring the operation : amount, pre-money valuation, categories of securities issued
- Negotiate the term sheet : investment conditions, rights attached to securities, anti-dilution mechanisms
- Drafting the shareholders' agreement : governance, voting rights, exit clauses (tag along, drag along)
- Accompany the closing : transaction documentation, formalities, status updates
BSA, BSPCE and dilutive instruments
Capital incentive mechanisms are a key lever for attracting and retaining talent. The firm structures and writes:
- The BSPCE : verification of eligibility, drafting of plans and regulations
- The BSA : for advisors, directors and strategic coaches
- Stock options and AGMs : for employees and managers of joint stock companies
Shareholder agreement and governance
The governance of a growing company cannot be improvised. The firm anticipates and structures:
- La Composition and powers of bodies : board, strategic committee, veto rights
- Les decision making mechanisms : qualified majorities, reserved decisions
- Les liquidity clauses : exit conditions, preferential liquidation, ratchet
The legal framework for a fundraiser is not a formality. It defines who decides, who exits, and in what order.
When should you call on a lawyer to raise funds?
Ideally from the negotiation phase of the term sheet. It is at this stage that the balances of the operation are defined: valuation, governance, exit rights. Intervening after the signature of the term sheet reduces negotiation margins on the most structuring points.
What is the difference between a BSA and a BSPCE?
BSPCEs are reserved for unlisted joint stock companies that meet certain conditions (recent creation, capital majority owned by natural persons) and benefit from an advantageous tax regime. BSAs are more flexible instruments, accessible to a wider range of companies and beneficiaries, without the specific tax regime of BSPCEs.
Does the firm intervene on the founder side and on the investor side?
The firm can intervene on both sides. In practice, he most often advises founders or the company during fundraising, and purchasers or sellers during M&A transactions. Each mandate is handled independently, without conflicts of interest.
What is a drag along clause and why do investors want it?
The drag along clause requires minority shareholders to sell their shares under the same conditions as majority shareholders in a global sale. It reassures investors by guaranteeing that a minority will not be able to block an exit deemed satisfactory by the majority of shareholders.
How long does a fundraising operation last?
On average, 3 to 6 months between the first discussions with investors and the closing. The strict legal phase (term sheet, documentation, closing) generally represents 4 to 8 weeks depending on the complexity of the transaction and the responsiveness of the parties.
Term sheets, shareholders' agreements, dilutive instruments. The firm publishes its analyses on corporate transactions and fund raising, for founders and investors who are preparing or structuring a capital transaction.
