call_icon.pngCall 1300 529 624 Lodge an enquiry
Overview

Need to Raise Capital? Get the Structure Right from the Start

Raising money is the point where a good business gets locked into terms it lives with for years. The valuation is the part founders focus on. The part that decides the outcome is everything underneath it.

Lawnch has run raises from first friends-and-family cheques to institutional rounds, and we have been on the founder side of the table for our own companies. We know which clauses matter in round one because we have watched them detonate in round three.

Request Your Free Consultation

Send an enquiry

What we do on a raise

Work out what you should actually be raising

Equity is the most expensive money you will ever take. Before we paper anything, we work through whether the round should be equity, debt, a convertible note, a SAFE, a government grant, an R&D advance, or some combination. Sometimes the answer is that you do not need to raise at all yet.

Structure the round

Pre-money and post-money, option pool placement, liquidation preferences, anti-dilution, board composition, investor consent rights, and what each of these does to the founders at the next round. We model the cap table forward, not just today.

Prepare the documents

Term sheets, subscription agreements, convertible notes, SAFEs, information memoranda, shareholder deeds and updated Shareholders’ Agreements. Written so an investor’s lawyer can move through them quickly, because a slow raise is a raise that goes cold.

Run due diligence before the investor does

We audit your corporate records, contracts, IP ownership, employment agreements and share registry, and fix the problems while they are cheap. Diligence surprises kill more rounds than valuation disagreements do.

Get the compliance right

Australian fundraising rules are unforgiving. Section 708 exemptions, sophisticated and wholesale investor certificates, disclosure obligations and the limits on who you are allowed to approach. Getting this wrong can invalidate the raise.

Close, and then keep it clean

Completion, share issue, ASIC lodgements, updated registers, and the ongoing reporting obligations you have just signed up to. The round is not finished when the money lands.

13

Capital raising lawyers on the Gold Coast

We act for Gold Coast founders and boards raising from angels, sophisticated investors, family offices, venture funds and the crowd. If you are raising and you want a lawyer who will tell you when a term is market and when you are being taken, that is us.

We are also registered tax agents with a dedicated R&D and grants practice, which matters more on a raise than most founders expect. Non-dilutive funding through the R&D Tax Incentive can reduce the amount of equity you need to sell, and we will look at that before we start drafting.

Tammi and Ben, Lawnch Directors

Lawyers for fast-moving businesses

When your business needs rapid-response insights that come from experience, not theory, we’re who you talk to.

Contact now

The Lawnch difference

What usually goes wrong

– You find out about the problem when it is already a problem

– The answer arrives four days after the deal needed it

– Advice comes as a list of considerations, not a decision

– You sign a document nobody walked you through

– The agreement does not survive its first real test

– The bill arrives with no relationship to the scope discussed

– Your lawyer knows the law but not your business

The Lawnch way

  • We work with you proactively to identify what you do not know yet
  • So quick to respond, we will be waiting on you
  • We tell you what we would do, and why
  • We workshop documents with you so you understand the implications
  • Every agreement is built for the raise, the dispute or the exit that will test it
  • Fixed scope agreed before we start
  • Our founders have built, run and exited companies of their own
Reviews

Don’t take our word for it.

See all reviews
FAQs

Frequently Asked Questions

  • A capital-raising lawyer structures the round, prepares and negotiates the investment documents, and ensures the raise complies with the Corporations Act. Practically, they decide with you whether the money should come as equity, debt, a convertible note or a SAFE, then paper it so the round does not create problems for the next one.

  • Legal costs depend on the structure and the number of investors, and we quote the job upfront rather than running a meter. A straightforward convertible note or SAFE round is materially cheaper than a priced equity round, which is one reason we discuss structure before we discuss documents. Your first consultation is free.

  • A convertible note is debt that converts to equity at a later round, and it carries an interest rate and a maturity date. A SAFE is not debt, has no interest and no maturity, and simply converts when a qualifying round happens. Notes give investors more protection, SAFEs are faster and simpler for founders, and the right choice depends on your runway and how close your next round is.

  • Without a disclosure document you can generally only raise from sophisticated, professional or wholesale investors, or use the small scale offerings exemption, which caps you at 20 investors and $2 million in any 12 month period. Approaching retail investors outside these exemptions can invalidate the raise and carries penalties, so this needs to be checked before you start pitching.

  • Yes, and if you already have one it almost certainly needs updating. Incoming investors will negotiate consent rights, board seats and exit provisions, and those changes belong in the Shareholders’ Agreement rather than sitting loose in a term sheet.

  • Yes, and it is one of the most overlooked funding levers available to Australian companies. A refundable R&D offset of up to 43.5c in the dollar is non-dilutive money, and there are lenders who will advance against a forecast claim. We look at this alongside the raise because every dollar of grant funding is a dollar of equity you do not have to sell.

Secret Link