Control in a growth round is not transferred by the cap table. It is transferred by the reserved matters schedule, the board composition clause and the drag.

What we are usually asked to do

We act for founders, funds and family offices on venture and growth investments, fund establishment and secondary transactions.

• Term sheets, subscription and shareholders agreements

• ESVCLP and wholesale fund structures

• Management equity, option plans and vesting

• Co-investment, follow-on rounds and secondaries

How we run it

We mark up a term sheet with the three points that matter and the reasons for them, rather than returning forty comments a founder cannot triage.

Where a term is market, we will tell you it is market. Where it is not, we will tell you what it will cost you in three years.

What usually goes wrong

Founders read the economics closely and skim the control terms. The control terms are what bind you for the next three rounds.

• Reserved matters drafted so broadly that ordinary trading needs investor consent

• A drag threshold low enough for one holder to force a sale

• Option pools sized after the pre-money rather than before it

How we are engaged

Fixed fee for a term sheet review, and a scoped fee for the long form once the shape is settled. At completion you get a one-page note of everything that moved between the two, so the board can see what was traded.