Founders
Founders can assess dilution, investor rights and the cost of the round.
Venture capital financing in Germany · Berlin · advising across Germany
Venture capital financing in Germany
A venture financing changes ownership, control and future flexibility. The documents need to reflect the commercial deal with precision.
Who it is for
For founders, companies and investors.
Every round connects capital requirements with new rights and obligations across the shareholder base.
Investors
Investors need consistent documents, diligence and a workable closing.
Management
Management needs to coordinate approvals, documents and the updated cap table.
Advice
Support from first draft through closing.
Term sheet, due diligence, investment documents and corporate completion are coordinated as one transaction.
Structure and term sheet
Instrument, valuation and ownership establish the economics of the round.
- Model ownership before and after funding
- Assess instrument and employee pool
- Resolve key questions in the term sheet
Due diligence
A prepared review helps manage risks, disclosures and follow-up work.
- Organise the data room
- Prioritise findings by deal relevance
- Track disclosures and remediation
Documents and closing
Investment agreement, shareholders’ agreement and corporate steps need to form one coherent transaction.
- Keep agreements consistent
- Assign completion conditions and owners
- Track payment, filings and cap table
Contact
Preparing a financing round?
Share the stage, expected volume and document status. I will respond about possible support for the round.
How we work
Sort the deal issues early.
Commercial points, legal risks and time-critical workstreams are prioritised before documents move into detail.
Request counselStructure the round
Ownership, instrument, timetable and unresolved term-sheet points are clarified.
Organise review
Data room, questions and remediation are managed by relevance.
Complete funding
Investment documents, approvals, payment and updated cap table are coordinated.
Practical perspective
What matters in practice
The following points explain typical decisions and dependencies in this area of advice.
Understand the economics of the term sheet
Valuation and investment amount show only part of the outcome. Liquidation preference, anti-dilution, vesting and the chosen instrument together determine how opportunity and downside are shared between founders and investors.
- Trace pre-money and post-money ownership
- Model exit proceeds under the liquidation preference
- Assess dilution and the employee pool together
Design post-round governance
Information rights, reserved matters and board composition shape the company’s future room to act. The framework should protect legitimate interests without unnecessarily obstructing operating decisions.
- Define reserved matters precisely
- Test majorities and potential deadlock scenarios
- Align reporting obligations with available company data
Distinguish signing from closing
Signing often does not complete the financing. Capital measures, notarial declarations, commercial register filings and other closing conditions need to be completed in the correct sequence.
- Set conditions precedent and owners for each workstream
- Align corporate documents with the investment agreement
- Track funds flow, registration and the updated cap table
Your contact: Dr. Philipp Lerch, attorney · Content last updated: 24 September 2026
Dr. Philipp LerchAttorney · Berlin
Profile
Legal precision meets commercial understanding.
As an attorney with experience at an international business law firm and an additional background in computer science, I combine corporate law expertise with a clear understanding of business models, processes, and technology.
- Former attorney at Hogan Lovells International LLP
- Two German honours examinations with a focus on commercial and corporate law
- Dr. jur. and LL.M. Corporate and Commercial Law, University of Sheffield
- B.Sc. Computer Science, Free University of Berlin
FAQ
Frequently asked questions
What should be prepared before a funding round?
An up-to-date cap table, corporate records, material contracts, IP ownership information and realistic timetable make investor review more efficient.
Why is valuation only part of the deal?
Liquidation preferences, anti-dilution, control rights and future rounds also shape the founders’ economic position.
What follows a term sheet?
Due diligence, document negotiation, required resolutions, any notarial steps and completion commonly follow. The precise sequence depends on the round.
Contact
Preparing a financing round?
Share the stage, expected volume and document status. I will respond about possible support for the round.