Financing & cap-table economics · Switzerland
Legal structuring for Swiss pre-seed and seed rounds. Combining the transaction documents with the cap-table outcome founders and investors need to understand before signing.
A convertible loan may be faster, while a priced round may create more certainty. The right answer depends on timing, valuation readiness, investor expectations and the next financing, not on which template is easiest to find.
Conversion caps, discounts, interest, option-pool increases and the size of the new investment interact. Two offers with the same valuation can therefore produce different ownership results.
Board composition, reserved matters, information rights and transfer rules can change practical control even where the founders retain a clear economic majority.
Unrecorded equity promises, inconsistent convertible terms, missing approvals or an outdated shareholders’ agreement can delay the round and shift negotiation leverage to the investor.
A decision-ready financing structure in which the documents, venture math and corporate execution tell the same story.
A reasoned comparison of the viable instruments, including what each option solves now, what it defers and how it affects the next round.
Ownership scenarios that combine issued shares, convertibles, employee participation and the new investment under clearly stated assumptions.
A prioritised view of the terms that affect economics, control and future flexibility, separated from points that are mainly drafting detail.
Drafting or review of the financing and corporate documents required for the selected structure, coordinated with the commercial deal.
A practical sequence covering stakeholder decisions, signatures, corporate actions and the information needed to complete the transaction.
A reconciled view of the ownership structure after closing so the company starts the next stage with a cap table it can explain and maintain.
The central question is not whether one instrument is universally better. It is which decisions must be made now, which can responsibly wait and what uncertainty the company can afford to carry into the next round.
Useful when
The company needs speed and runway, while a defensible valuation or full investor group is not yet available.
Watch for
Conversion trigger and sequence, valuation cap, discount, interest, maturity, ranking, investor protections and the treatment of a financing that does not occur as planned.
Useful when
The valuation and investor group are ready to be fixed, and the company benefits from resolving ownership and governance now.
Watch for
Pre- versus post-money definitions, option-pool treatment, liquidation preference, governance rights, warranties and the corporate closing steps.
Useful when
A specific milestone or transaction is close enough that interim capital can bridge a defined timing gap.
Watch for
Whether the bridge has a credible destination, how new money interacts with existing instruments and what happens if the planned round is delayed or smaller than expected.
The useful model is not a single percentage. It shows how ownership changes under explicit assumptions and where the legal definitions alter the denominator.
Founder outcome = current ownership − convertible dilution − option-pool dilution − new-investor dilution
Clarify whether outstanding convertibles and any pool increase sit inside or outside the negotiated valuation. The label alone is not enough; the operative definitions decide the allocation.
Test which conversion method applies in the expected round and in less favourable scenarios. The headline cap does not by itself reveal the number of shares issued on conversion.
Where several instruments exist, model the order and denominator used for each conversion. Small differences in drafting can compound across the round.
Identify how much pool is genuinely needed, when it is created and whose percentage bears the increase. A pre-closing top-up commonly affects the parties differently from a post-closing increase.
Read liquidation preference, anti-dilution protection and participation rights alongside ordinary percentage ownership. Exit proceeds may not follow the headline cap table in every outcome.
Map board seats, vetoes, reserved matters, information rights and transfer restrictions. Economic ownership and practical decision-making power are related, but not identical.
Illustrative founder scenario
A higher valuation can still produce a weaker founder outcome if the rest of the financing mechanics are not negotiated as one system.
The strongest time to resolve uncertainty is before investor diligence and term-sheet pressure compress the decision window.
Match issued shares against the share register and collect every convertible, option grant, transfer and written or informal equity promise.
Translate the amount sought into runway, milestones and a credible next financing point. This makes instrument and valuation choices easier to evaluate.
Document the valuation, round size, conversion method, accrued amounts, option-pool target and any securities expected before closing.
Model the likely case, a lower-valuation or smaller-round case, and a scenario in which the next financing is delayed.
Review ownership percentages and governance terms on parallel tracks so a concession in one is not overlooked because the other appears attractive.
Identify missing approvals, signatures, registers and historic transaction documents before they become investor diligence findings.
Decide which outcomes are essential, which terms can be traded and who is authorised to negotiate for the company.
Map dependencies, stakeholder availability and corporate actions early, particularly where the chosen structure requires formal implementation steps.
We review the cap table, existing instruments, financing objective and decision constraints, then identify the gaps that could affect structure or timing.
We compare viable structures, calculate stakeholder outcomes and turn the selected priorities into a term sheet and negotiation position.
We prepare or review the transaction documents, coordinate approvals and signatures, and reconcile the post-closing ownership position.
Valuation matters, but dilution is the more complete outcome measure because it also captures outstanding convertibles, the option pool, the amount raised and how the operative definitions allocate shares. Control rights should then be assessed separately.
Before agreeing the term sheet, and again whenever a material term changes. Once the commercial terms are signed, correcting an unexpected ownership outcome becomes more difficult and may require reopening the deal.
It can be faster to document initially, but it defers valuation and conversion questions rather than eliminating them. Complexity increases where several instruments, different terms or an uncertain next-round pathway are involved.
It is a scenario view that goes beyond currently issued shares and includes the securities and commitments expected to become equity, such as convertibles and employee participation. The precise denominator must be defined for the transaction being modelled.
Sometimes. Practical control depends on both percentage ownership and the agreed governance framework, including board composition, voting thresholds, reserved matters and transfer rules.
Start with a reconciled cap table, copies of all existing financing and equity documents, a clear financing objective, a realistic option-pool plan and an initial view of the outcomes the founders need to protect.
A practical guide to conversion economics, decision points and the issues to resolve before signing.
Read the guide →How to read ownership changes across convertibles, employee participation and a priced financing round.
Read the guide →Note: This page provides general information and is not legal or tax advice. The appropriate structure and implementation depend on the company, its existing documents, the investor group and the specific transaction. Illustrations are simplified and do not represent a client matter.
Bring the current cap table, existing convertibles or draft term sheet. We will identify the decisions that materially affect ownership, control and the closing path.
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