Startup and video game law, from a Canadian and U.S. perspective
Things Every Startup Should Know Before its First Financing
Startups often email me to assist with a financing expected to close a few days later. Eager to get the deal going, I ask about deal structure, such as type of investment, investor rights and size of round, only to learn that structure has yet to be determined and no firm commitments have been made by investors. While there is nothing wrong with these details being TBD, it benefits startups, their investors and legal counsel to fix as many deal terms before expectations of closing take root as until the above is set in stone, there is not deal.
Before beginning your first fundraising round, consider the following:
- Know your structure. Fixing the structure for your investment round is critical and shows investors that the company is sophisticated. Options include a priced round, convertible notes and SAFEs. There’s nothing worse than pitching to an interested investor and being unable to answer questions about the round’s structure.
- Have your Documents Ready. Be ready to close your lead investor quickly if they are ready to move forward with the investment. While investment documents may be negotiated further, having the documents ready shows professionalism and speeds the transaction toward close.
- Don’t treat Interest as Commitment. Until investors move beyond expressing interest and into reviewing and negotiating deal documents there is little merit to their interest. In my experience, converting investor interest into investor commitment is much more challenging than expected and you don’t want to plan the company’s direction over the next year based off expressed interest only to find out that you can close 1/2 the amount expected.
- Be Realistic in Closing Timeline. Attempting to close a round in a few days only happens if the above points have been addressed by the company. Legal counsel can prepare documents as quickly as the client requires but investors won’t move quickly until they know the investment structure and previously received draft documentation. With this in mind, set a realistic closing timeline.
Closing your first financing is daunting. By keeping in mind structure, documentation, investor commitments and setting realistic closing time-frames you will put your startup in a better position to successfully close the round.