Fundraising and Capital

Because Raising Money Is Only Half the Battle – Raising It on the Right Terms Is Everything

Capital fuels growth. But the terms on which that capital enters your business will shape your control, your economics, and your options for years to come. A rushed term sheet or a poorly understood convertible note can quietly erode founder value, create misaligned incentives, or store up problems that only surface at the worst possible moment — usually during the next round.

I bring something unusual to the table: eight years of investment banking experience sitting behind every document I review, draft, or negotiate. I’ve sat on both sides of the deal. I understand how investors think, how deals are structured from a commercial and financial perspective, and where the pressure points are in any fundraise. That means you get legal advice with genuine transactional fluency — not just technically correct drafting, but strategically informed counsel.

What I Offer

Term Sheet Review and Negotiation: The term sheet sets the tone for your entire round. I review and advise on term sheets to ensure you understand every clause — from valuation mechanics, liquidation preferences, and anti-dilution protections to board composition, consent rights, and founder vesting. I help you identify what is market-standard, what is aggressive, and where you have room to push back.

SAFE and KISS Notes: Simple Agreements for Future Equity and Keep It Simple Security notes have become popular instruments for early-stage fundraising — and for good reason. But “simple” can be deceptive. I advise on the drafting and review of SAFEs and KISS notes ensuring the valuation cap, discount rate, conversion mechanics, and trigger events are clearly understood and appropriately calibrated to your circumstances.

Convertible Loan Notes: Convertible loan notes remain one of the most widely used bridge and seed-stage instruments in the UK market. I draft and review CLNs covering interest rates, maturity dates, conversion discounts, qualifying financing thresholds, longstop provisions, and redemption mechanics. I ensure the note works for you commercially — not just legally — and that there are no nasty surprises waiting at conversion.

Private Placements: For companies raising capital through private placements — whether from angels, family offices, venture capital, or institutional investors — I advise on the structuring and documentation of the placement, including subscription agreements, investor representations, disclosure considerations, and regulatory compliance. I help you raise capital efficiently whilst managing your legal exposure.

Share Subscriptions: I draft and negotiate share subscription agreements that clearly set out the terms on which new equity is issued — including price, conditions precedent, warranties, and completion mechanics. Whether you are issuing ordinary shares, preference shares, or a bespoke class of equity, I ensure the documentation reflects the commercial deal accurately and protects your position.

The Investment Banking Advantage

Most legal advisers can draft a convertible note. Fewer can tell you whether the economics of that note actually make sense for your cap table three rounds from now.
My eight years in investment banking mean I instinctively look at fundraising documentation through a financial lens as well as a legal one. I model the dilution impact. I stress-test the conversion scenarios. I flag the clauses that technically work but commercially disadvantage you. And I do it in language that founders, CFOs, and investors actually understand — not in legalese buried in footnotes.
This isn’t a bolt-on skill. It’s the foundation of how I work.

Why It Matters

Fundraising is one of the highest-stakes moments in a company’s life. The documents you sign during a raise become the architecture of your cap table, the boundaries of your decision-making authority, and the rules governing your eventual exit. Getting them wrong doesn’t just cost money -it costs control.

Investors are sophisticated. Their lawyers are experienced. You deserve an adviser who operates at the same level and who genuinely understands the mechanics of the deal – not just the words on the page.

Who I Work With

  • Pre-seed and seed-stage founders raising their first round and navigating term sheets, SAFEs, or convertible notes for the first time
  • Growth-stage companies executing larger rounds with institutional investors and more complex documentation
  • Established businesses raising capital through private placements or issuing new share classes
  • Founder teams who want a commercially sharp second pair of eyes before signing anything an investor puts in front of them

How I Work

I work quickly, because fundraising timelines rarely wait. I communicate directly, because you need clarity under pressure – not a twenty-page memo. And I work collaboratively, because the best outcomes come from legal and commercial thinking working in lockstep.

Whether you need a full document suite for a new round, a rapid review of an incoming term sheet, or a sounding board as negotiations develop, I’m built for exactly this kind of work.

Ready to Raise – Properly?

If you’re preparing to raise capital, or you’ve already received terms and want a sharp, commercially grounded review before you commit, let’s talk. The right advice at this stage pays for itself many times over.