Venture Capital

We advise General Partners and both individual and institutional Limited Partners on equity acquisition and investment processes with focus on: 

• personal liability 
• risk assessment
• profit distribution
• AML considerations 
• tax implications
• governance and monitoring mechanisms to ensure compliance with statutory and fund-specific requirements

We assist funds and fund managers with registration or licensing before the relevant Bulgarian authorities and with implementing AML/KYC procedures. We advise on 

• risk assessment frameworks 
• ethical considerations 
• statutory reporting obligations

We advise on structuring venture financing transactions, preparing and negotiating term sheets and investment agreements with institutional and private investors. We also advise founders on:

• the strategic implications of financing decisions 
• ownership structure
• governance rights 
• future fundraising considerations

We conduct comprehensive local legal due diligence, including:

• review of corporate status
• monetary obligations and receivables
• assets, encumbrances, related parties and founders’ obligations

Our reports provide an overall legal risk assessment for potential investors.

We provide tailored corporate law advice on changes in:

• corporate structure
• capital increases or decreases
• share transfers
• director changes, and onboarding of new shareholders in accordance with investment agreements and company articles of association

We advise start-ups and scale-ups on the most suitable legal form for seed, venture, and later-stage investments, taking into account 

• employee incentives
• investor rights and veto powers 
• business and growth plans

We draft and negotiate articles of association, corporate constitutions, and by-laws to reflect shareholders’ agreements, and prepare and negotiate investment agreements and related transaction documentation.

We assist founders in identifying, securing, and protecting intellectual property rights, including 

• trademarks
• software
• designs and other IP assets

We draft and negotiate licensing and assignment agreements to support valuation and future investment.

We advise on exit structuring and assist with share transfer procedures in compliance with investment agreements, ensuring the protection of founders’ and investors’ rights.

We conduct legal, financial, and operational due diligence on target companies, including 

• review of corporate documentation
• IP rights
• contracts
• regulatory compliance and tax obligations

We draft and negotiate investment agreements, including equity agreements, convertible notes, SAFE agreements, and other investment instruments. We ensure appropriate protection of rights such as rights of first refusal, tag-along and drag-along rights, investor veto rights, and preferred rights.

We prepare clear and investor-friendly term sheets outlining key commercial and legal terms and ensuring alignment with the investor’s objectives.

We review and draft intellectual property agreements to ensure that the target company owns and protects critical IP assets and advise on IP ownership and protection strategies relevant to early-stage investments.

We advise on exit strategies including M&A transactions, IPOs, and secondary sales, and ensure that transaction documentation protects investor rights, including liquidation preferences and tag-along and drag-along provisions.

We provide legal support in disputes between angel investors, founders, and other investors, and assist with mediation and arbitration as alternatives to court proceedings.