our guides
explore our comprehensive legal guides on startups, capital raising, and more.
5 key questions to consider when setting up an ESOP
Employee share option plans (or ESOPs) are a key tool for startups to incentivise staff and hire talent when funds are tight. However, not all ESOPs are made the same.…
8 key features of convertible notes in southeast asia
Want to learn about convertible notes (also known as c-notes or con-notes)? You're in the right place.
a primer on how to flip into Singapore for Southeast Asian startups
At some stage, startups in Southeast Asia may want to flip (or redomicile) into Singapore, which has legal impacts. Here’s the lowdown on why you might, when you should, and what’s involved.
a primer on post-money SAFEs in Singapore
In the last few years, convertible notes have been frequently used on Singapore financings. Perhaps less common has been the use of SAFEs – the instrument created by Y-Combinator (YC)…
a primer on venture debt in southeast asia
Traditionally, growth stage technology companies in Southeast Asia have raised venture capital via convertible debt or equity rounds. However, venture debt is fast becoming an alternative or complementary path for…
breaking down Atlassian’s M&A term sheet for founders
Atlassian made a splash in the tech M&A world recently by publishing their term sheet for strategic acquisitions. Here’s our rundown of things we like in the term sheet and what to watch for.
economic downturn and startup term sheets
The global economic downturn has inevitably hit the startup and venture capital ecosystem. Investors in startups, like everyone else, are impacted by falling stock prices and fund valuations, distracted from…
getting investment ready: 6 things founders need to know about funding in Singapore
This guide is for founders who have recently started their own business and are preparing for their first round of funding. The guide sets out six things you should consider:…
how to calculate your ESOP pool shares
This short guide demonstrates how founders should calculate the number of options to include in their ESOP pool. For the purposes of this example we have assumed that the founders…
how to issue equity to your advisors (shares vs options)
In this guide we cover the types of equity (shares vs options) startups can issue to compensate advisors.
how to negotiate a series A term sheet
Lee Bagshaw presents this deep dive video series on negotiating Series A term sheets in Southeast Asia.
how to set up an ESOP: a step-by-step guide
Employee share option plans (or ESOPs) are a key tool for startups to incentivise staff and hire talent when funds are tight. Learn how to implement one in your company.
map of the funding terms
This is a tool to track typical investment terms that our VC lawyers see on fundraising deals at different stages of a company’s life cycle in Southeast Asia.
raising capital for your startup: convertible notes vs equity
If you are considering raising money for your startup in Southeast Asia, there are two main ways you can do it: either by giving away equity in exchange for money,…
raising seed capital in southeast asia – structure and terms
In Part 2, we talk about how to structure seed investments, equity vs convertible notes, SAFEs and KISS terms, and how to find investors.
raising seed capital in southeast asia – getting investor ready
In Part 1, we cover flipping to Singapore, founder arrangements, and group restructuring.
raising series A capital in southeast asia – closing the deal
In Part 2, we cover the main transaction documents, ESOPs, follow-on rounds, and venture debt.
raising series A capital in southeast asia – key terms
In Part 1, we cover due diligence and valuation, liquidation preferences, anti-dilution, share vesting, and more.
startup glossary
This startup glossary explains jargon relevant to startups operating and raising capital in Southeast Asia.
tech M&A: factors to consider when receiving shares as consideration
What if a private or non-listed tech company offers to acquire your company? And instead of cash, they fully or partially offer shares as consideration?
tips and tricks for your next nda
NDAs are usually fairly standard, but there’s a handful of points that it’s a good idea to double check before you sign on the dotted line.
top 10 legal templates for startups
From capital raisings to drafting governance contracts, we help startups every day with their legal needs. We’ve created a new guide to help founders find their feet: Top Ten Legal…
tricky clauses: restrictions on share transfers
All investment documents include some restrictions on share transfers. This should be a simple concept – investors don’t want founders (or other investors) freely transferring shares to third parties. But…
tricky clauses: warranty disclosure
If you are a founder looking to raise capital for your startup, it’s important to understand what disclosures are, and what information you need to share with your investors.
tricky clauses: what are drag along rights?
Under the drag-along provision a majority of shareholders can force the minority to sell. We explore where it can get tricky.
tricky clauses: what is founder vesting?
In this tricky clauses guide we look at how vesting works, good leavers and bad leavers, cause, and what you should think about as a founder before you sign.
tricky clauses
tricky clauses: restrictions on share transfers
All investment documents include some restrictions on share transfers. This should be a simple concept – investors don’t want founders (or other investors) freely transferring shares to third parties. But…
tricky clauses: what are drag along rights?
Under the drag-along provision a majority of shareholders can force the minority to sell. We explore where it can get tricky.
tricky clauses: warranty disclosure
If you are a founder looking to raise capital for your startup, it’s important to understand what disclosures are, and what information you need to share with your investors.
tricky clauses: what is founder vesting?
In this tricky clauses guide we look at how vesting works, good leavers and bad leavers, cause, and what you should think about as a founder before you sign.
what you need to know about exit rights as a founder
When you get a term sheet, you might see something about 'exit rights'. We look at how these exit rights work and how to negotiate them.
what happens to an employee’s share options when a company exits?
In this tricky clauses guide we discuss how ESOPs work for employees of startups in Southeast Asia when a liquidity event occurs.
