Legal advisor to founder of Dutch biotech company on corporate structuring, governance and venture capital financing
I advised a founder of a Dutch biotech company on the incorporation and legal structuring of the company and in connection with a venture capital financing.
The work included reviewing and negotiating the shareholders’ agreement and articles of association, with particular attention to the founder’s position within the company’s governance structure. I advised on, among other things, board composition, appointment rights, decision-making thresholds, reserved matters and the interaction between the shareholders’ agreement and the articles of association.
I also advised on the financing structure and its impact on the existing shareholders, including pre-emption and subscription rights, different share classes, dilution and anti-dilution mechanisms.
The matter further involved share transfer and exit arrangements, including permitted transfers, rights of first refusal, tag-along and drag-along provisions.
The transaction documents were reviewed as an integrated framework to ensure that the founder’s governance and shareholder rights remained appropriately protected in future financing rounds and a potential exit.
Advice on venture capital, governance and shareholder arrangements
I advise founders, scale-ups and investors on Dutch corporate law, venture capital transactions, shareholders’ agreements, governance, investment structures and complex shareholder matters.
If you would like to discuss an investment, financing round or the governance arrangements between founders and investors, please contact me at dirk.dewaard@viottalaw.com.
Deal highlights
Transaction type – Venture capital / corporate structuring
Client – Founder of Dutch biotech company
Sector – Life sciences / biotechnology
Role – Legal advisor to the founder
Legal work – Incorporation, articles of association, shareholders’ agreement, corporate governance, founder rights, financing structure, dilution and share transfer arrangements
