Investment & Capital Raising
Legal advice for companies raising investment
From your first funding round to Series B and beyond, we act for Irish companies navigating investment — protecting your interests, structuring the deal correctly, and getting it closed.
Turning an idea into a business
Company structuring, founder agreements, initial documentation — getting the legal foundations right before outside money comes in.
First equity investment
Angel investors and early-stage VC. Proving product-market fit. Ensuring the cap table and investment terms are structured correctly from the outset.
Proven model, outside capital
Companies with revenue and traction raising to optimise and grow. Term sheet review, investment agreements, shareholder rights and warranties.
Scaling the business
Expanding market reach and team. More complex cap tables, follow-on rights, anti-dilution provisions and governance structures.
Mezzanine, bridge & government funding
Enterprise Ireland, ISIF, bridge financing and other structures — each with their own legal requirements and conditions.
We act for the company, not the investor
When a company raises investment, the legal documentation is prepared largely to protect the investor. Term sheets, investment agreements, shareholder agreements and the company's constitution all contain provisions that can significantly affect the founders' position — their equity, their control, and their ability to run the business as they see fit. Without proper legal advice, founders often sign documents they don't fully understand.
At Clohessy & Co, we act for the company and its founders. Our job is to make sure you understand what you are agreeing to, to negotiate the terms that matter, and to ensure the legal documentation properly reflects the deal you thought you were doing.
We have worked on many investment rounds for Irish companies across a wide range of sectors — from early-stage businesses raising their first outside capital to established companies completing Series A and Series B rounds. We understand how these deals are structured, what investors typically ask for, and where the real points of negotiation lie.
Our investment legal services
Term Sheet Review & Advice
The term sheet sets the commercial terms of your investment. Before you sign it, you need to understand what each clause means for your equity, your control, and your future flexibility. We review term sheets in plain language, identify the provisions that matter most, and advise on what is negotiable and what is standard market practice.
Investment Agreements
The subscription and shareholders' agreement is the core legal document of any funding round. We draft and negotiate these on behalf of the company, ensuring that warranties are proportionate, investor protections are reasonable, and the founders' position is properly protected for the long term.
Company Structuring & Cap Table
Getting your company structure right before a funding round is critical. We advise on share classes, founder vesting arrangements, option pools for employees, and how the cap table should be structured to facilitate future investment without unnecessarily diluting existing shareholders.
Company Constitution
Investment rounds almost always require amendments to a company's constitution. We update your constitution to reflect new share classes, investor rights, pre-emption provisions, and governance requirements — ensuring they are properly filed and legally effective.
Convertible Notes & Early-Stage Instruments
Early-stage rounds are often structured as convertible notes rather than straight equity. We advise on the terms of these instruments under Irish law — conversion triggers, valuation caps, discount rates and maturity provisions — and ensure founders understand how they will convert in a future round. Note that SAFEs (Simple Agreements for Future Equity) are typically governed by US law and we do not advise on US law instruments, though we can help you understand their commercial terms and implications if you are presented with one. Where specific US law advice is required on a SAFE, we can refer you to US counsel.
Due Diligence Support
Investors will conduct legal due diligence before completing an investment. We help companies prepare for this process — organising the data room, identifying and resolving issues in advance, and responding to investor queries efficiently so the process doesn't delay your closing.
What we bring to your funding round
Getting the right legal advice on an investment round is not just about paperwork. The decisions made at this stage — on equity, control, governance and future exit — will shape the company for years to come.
We have done many of these deals
We have acted for Irish companies at every stage of the investment cycle. We know what investors typically ask for, where the market norms are, and where there is genuine room to negotiate.
We act for you — not the investor
Our job is to protect the company and its founders. We review every document with that lens — not to complicate the deal, but to make sure you know exactly what you are agreeing to.
We give you clear, plain-language advice
Investment documents are complex and dense. We translate them. You will understand what you are signing, what each clause means in practice, and what your position is after the deal closes.
Questions founders ask us
Do I really need a solicitor — can't I just use the investor's documents?
The investor's solicitor prepares the documents to protect the investor. Those documents contain provisions — on liquidation preferences, anti-dilution, drag-along rights, board composition, and future fundraising — that can significantly affect your position as a founder. You need independent advice to understand what you are agreeing to and, where appropriate, to negotiate more favourable terms. The cost of not having that advice often significantly outweighs the cost of getting it.
What is a liquidation preference and why does it matter?
A liquidation preference determines how the proceeds of a sale or winding up are distributed between investors and founders. The specific terms — whether the preference is participating or non-participating, and whether a multiple applies — can mean investors take a disproportionate share of exit proceeds if not properly understood and negotiated. Understanding the preference structure in your round is one of the most important things your solicitor can help you with.
What is a SAFE and can you advise on one?
A SAFE (Simple Agreement for Future Equity) is an instrument that converts into equity at a future priced round. SAFEs are commonly used by US investors and accelerators such as Y Combinator, but they are typically governed by US law — which means we cannot advise on them as Irish law instruments. If you are presented with a SAFE by an investor, we can help you understand the commercial terms and implications, and advise on how it interacts with your Irish company structure, but you would also need US legal advice on the instrument itself. In many cases, an Irish law convertible note achieves a similar commercial outcome and is something we can advise on fully.
What should we have in place legally before approaching investors?
Investors will conduct due diligence before completing any investment, and gaps in your legal documentation can delay or derail a round. Before approaching investors, it is worth ensuring your company is properly incorporated, that founder shares are correctly issued and documented, that any IP developed by founders or employees has been properly assigned to the company, that there are no undocumented agreements or side arrangements, and that your cap table is clean and accurately reflects current ownership. Identifying and resolving these issues before a round begins — rather than during due diligence — makes the process significantly smoother and faster.
We are raising from Enterprise Ireland or ISIF — is that different?
Yes — government and semi-state investors have their own standard documentation and specific requirements. Enterprise Ireland in particular has well-established standard document formats, but these still contain provisions that require careful review. We have experience acting for companies raising from Enterprise Ireland, ISIF, and other institutional Irish investors and understand the specific dynamics of those processes.