Capital Raising & Equity Structuring
Capital Raising & Equity Structuring
Strategic Capital Solutions That Protect Your Vision While Fuelling Growth
When your business is ready to scale, the structure of your capital raising can determine whether you maintain control of your vision or inadvertently surrender it. At Whelan Lawyers, our corporate lawyers craft equity arrangements and capital structures that align investor interests with your long-term business objectives, ensuring growth doesn't come at the expense of strategic direction.
Whether you're preparing for your first investment round, restructuring existing shareholdings, or navigating complex multi-stage funding scenarios, our approach balances commercial pragmatism with protective foresight. We understand that every capital raising is ultimately about relationships; between founders, investors, and the business itself, and structure deals that foster collaboration rather than conflict.
How We Structure Capital That Works
Our capital raising and equity structuring services extend far beyond document preparation. We work as strategic advisors, helping you understand the commercial implications of different structures and negotiate terms that serve your business's future, not just its immediate funding needs.
Pre-Investment Strategy & Structure Design
We begin by understanding your business model, growth trajectory, and founder objectives to design capital structures that accommodate future funding rounds while preserving decision-making authority where it matters most. This includes advising on share classes under Australian corporate law, voting arrangements, and governance structures that scale with your business while ensuring compliance with the Corporations Act 2001 (Cth).
Investment Documentation & Negotiation
From term sheets through to comprehensive shareholders' agreements, we draft and negotiate investment documentation that reflects commercial realities while protecting your interests. Our focus extends beyond legal compliance to ensure terms are commercially sensible and relationship-preserving.
Equity Incentive Structures
We design employee share option plans and equity incentive structures that attract and retain talent while maintaining capital efficiency. Recent regulatory changes have simplified how growing businesses can offer equity to employees, particularly through streamlined arrangements that avoid traditional disclosure burdens. We structure these programs to optimise tax outcomes for both the company and participants, ensuring equity incentives truly motivate performance while preserving capital for core business activities.
Corporate Governance & Investor Relations
We establish governance frameworks that facilitate smooth investor relations and decision-making processes, including board composition, information rights, and approval thresholds that balance oversight with operational efficiency. Our structures anticipate regulatory developments and market changes, ensuring your governance arrangements remain commercially viable and adapt effectively as your business scales and the regulatory environment evolves.
Exit Planning & Structure Optimisation
Throughout the process, we consider how current structures will impact future exit opportunities, ensuring your equity arrangements enhance rather than complicate eventual sale or listing processes. We structure arrangements to optimise available tax concessions and minimise transaction complexity, while maintaining flexibility for public listing or trade sale scenarios that align with your long-term strategic objectives.
Why Structure Matters More Than You Think
The decisions you make during capital raising create the framework within which your business will operate for years to come. Poor structuring can lead to deadlocked decision-making, misaligned incentives, and costly restructuring exercises that consume time and resources better directed toward growth.
We've observed how thoughtful equity structures enable businesses to navigate challenges, attract subsequent investment rounds, and ultimately achieve successful exits. Conversely, we've seen promising businesses constrained by structures that seemed adequate at the time but proved limiting as circumstances evolved.
Our corporate lawyer’s role is to anticipate these scenarios and build flexibility into your structures from the outset. This forward-thinking approach often proves invaluable when businesses face unexpected opportunities or challenges that require swift adaptation.
Commercial Insight That Protects Your Interests
Capital raising involves navigating complex relationships between competing interests and objectives. Investors seek returns and security; founders want to maintain control and vision; employees expect meaningful participation in success. Our job is to find structures that honour these different perspectives while creating frameworks for mutual success.
This requires understanding not just legal principles but commercial dynamics. We bring experience across diverse industries and funding scenarios, from angel investments and venture capital through to private equity and structured finance arrangements. This breadth enables us to identify solutions that might not be immediately apparent and avoid pitfalls that could undermine your objectives.
We also understand that capital raising is often time-sensitive, with commercial imperatives that don't wait for perfect legal structures. Our approach balances thoroughness with efficiency, ensuring legal considerations enhance rather than impede commercial momentum.
A Partnership Approach to Strategic Growth
Every capital raising tells a story about where a business has been and where it's heading. We see our role as helping you tell that story in a way that attracts the right investors, protects your interests, and creates structures that serve your business's evolution.
This means understanding your industry, business model, and strategic objectives sufficiently to provide advice that's commercially relevant rather than generically legal. We invest time in comprehending your business dynamics because context shapes strategy, and strategy determines structure.
The result is capital raising processes that feel collaborative rather than adversarial, documentation that reflects commercial understanding rather than legal complexity, and structures that enable rather than constrain your business's development.
Ready to structure your next capital raising with strategic foresight?
Contact us to discuss how thoughtful equity structuring can protect your vision while attracting the investment your business needs to thrive.
Frequently Asked Questions
Question: When should we start planning our equity structure for capital raising?
Answer: Ideally, before you need to raise capital. Equity structures are most cost-effective and flexible when designed proactively rather than in response to immediate funding requirements. We recommend reviewing your structure whenever your business reaches new growth phases or before approaching potential investors.
Question: How do we balance investor rights with founder control?
Answer: This balance depends on your specific circumstances, but typically involves careful design of voting arrangements, board composition, and approval thresholds. We help structure deals where investors have appropriate oversight and protection without micromanaging operational decisions.
Question: What's the difference between different share classes and when should we use them?
Answer: Different share classes allow you to separate economic rights from voting rights and create structures tailored to different investor types. Under Australian corporate law, ordinary shares typically carry equal rights, while preference shares might have priority for dividends or returns but limited voting rights.
Question: What happens to our equity structure if we need multiple funding rounds?
Answer: Well-designed structures anticipate future funding rounds through anti-dilution provisions, pre-emptive rights, and scalable governance arrangements. We build flexibility into initial structures to accommodate growth without requiring complete restructuring at each funding stage, while ensuring compliance with evolving disclosure requirements under the Corporations Act.
