How Does Venture Capital Work? Legal Guidelines

Venture capital plays a critical role in supporting the rapid growth of many startups. Securing venture capital can be the key for early-stage businesses looking to scale quickly. However, understanding how venture capital works is essential to making informed decisions and successfully navigating the legal aspects of this form of funding. This article will explain how venture capital funds work and how they can support your startup. It will also provide several crucial legal insights into this form of funding.

How Does Venture Capital Work? 

Venture capital is a form of private equity investment. Venture capitalists fund startups or early-stage companies in exchange for equity. These investors typically look for companies with high growth potential and invest in high-risk, high-reward industries such as technology. 

The venture capital process generally involves several stages, including the following. 

1. Application Stage

The process begins with the application stage. You will prepare a business plan and pitch deck and gather critical information, such as financial projections. Then, you will pitch to potential investors.

You might pitch to a venture capital fund, angel investors, or even investment banks directly, through networking opportunities, or during a startup accelerator program.

2. Due Diligence Stage

Once a venture capital firm shows interest in your startup, they will conduct thorough due diligence. This stage will involve the potential investors scrutinising aspects of your startup, including the following:

• its financial and legal background;
• its market position; 
• its intellectual property; and 
• your team. 

3. Term Sheet Stage 

The investors may issue a term sheet if the due diligence stage goes well. A term sheet is a non-binding agreement that outlines the basic terms of the investment, such as the amount they will invest, the equity stake they will receive, and governance rights. 

4. Negotiation Stage

Following the term sheet, there is a negotiation phase where you finalise the details of the investment agreement with your investors. The focus at this stage is to formalise the legal agreements that govern the investment, including the shareholder agreement.

5. Investment Stage 

Once negotiations are complete, the investors will invest their capital in your startup, and you will provide them with the agreed portion of equity. You can use these funds for growth, including aspects such as:

• hiring talent;
• product development; and
• market expansion. 

Startup Manual

LegalVision’s Startup Manual is essential reading material for any startup founder looking to launch and grow a successful startup.

Download Now

Legal Considerations for Startups Seeking Venture Capital Investment

1. Equity Dilution and Ownership 

When seeking venture capital investment, you will provide equity in exchange for investment. Over time and across subsequent funding rounds, giving equity to investors can significantly dilute your ownership and reduce your control over your company. 

You can mitigate the risk of equity dilution by negotiating anti-dilution provisions in the term sheets and planning carefully for future funding rounds. You must clearly understand how each round will impact your ownership and level of control. 

2. Intellectual Property Protection

Venture capital investors will be interested in the value of your startup’s intellectual property. For this reason, you must ensure that you protect your intellectual property rights. You can secure your assets, such as patents and trade marks, by registering them with the Intellectual Property Office (IPO).

It is a good idea to seek legal advice at this stage. A lawyer can help you register your intellectual property, mitigate risks, and prepare your startup for investment.

3. Exit Strategies and Investor Expectations

Venture capitalists expect a high return on investment within a specific timeframe. Before seeking venture capital, it is critical to assess whether you can meet investor expectations. These investors expect rapid growth, and if your startup is not ready for this or would benefit from more gradual expansion, seeking venture capital is unlikely to be the right choice. 

If you seek venture capital, you must ensure your goals align with your investors’ expectations. You should also negotiate terms relating to exit events during your initial discussions. You can help to avoid conflicts later on by establishing a clear idea of exit strategies and negotiating clauses regarding the timing and nature of your investors’ exit. 

Key Takeaways 

Venture capital is a valuable resource for startups looking to grow and scale quickly. Seeking this type of investment can provide your startup with funding and strategic support from experienced venture capitalists. However, it is essential that you understand and carefully manage the legal implications of accepting capital. These implications include the risks of equity dilution, the importance of intellectual property protection, and the need to ensure your investors’ goals align with your startup’s vision.

It is best practice to seek professional guidance from experienced legal professionals who can help you navigate the legal implications of seeking investment and protect your business’s future. 

If you require legal advice about venture capital funding, our experienced startup lawyers can assist as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to lawyers to answer your questions and draft and review your documents. Call us today on 0808 196 8584 or visit our membership page.

Frequently Asked Questions