WS
Case study · anonymised
A round without losing control
The matter is anonymised — client type, industry and scale. Past results do not guarantee future outcomes.
- Client type
- B2B SaaS company
- Industry
- Software · subscription
- Scale
- Series A · round ~PLN 20–30m
Problem
What they came with
The founder was closing a round with a reputable fund that put forward an aggressive term sheet. The combination of liquidation preference, voting rights and next-round provisions created a path at the end of which the founder could lose operational control of their own company.
The time pressure was real — the fund wanted a signature in two weeks, and the founder had no team on their side to translate the clauses into consequences.
Solution
What we did
We went through the term sheet clause by clause, translating each into a scenario: what happens in a good round, a weak one and at exit. We flagged three clauses that genuinely threatened control, and two that looked alarming but were neutral in practice.
We negotiated directly with the fund’s lawyers. The founder made the decisions with the full picture — we supplied the picture and alternative wordings.
Outcome
The round closed on the original timeline. The founder kept operational majority and a clear path through later rounds — with no clauses that would surprise them two years on.
Practice area
Transactions & FinancingLawyers in charge
First step
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