Publication date: February 07, 2024

Welcome at the webinar prepared by KIELTYKA GLADKOWSKI KG LEGAL in the frames of our iSTART1 concept which combines cross border legal services and networking between European enterprises who need finansing for commercial projects and development in such sectors as, for example, life sciences, biotech, longevity, HR tech, technology, gaming, defence. Elevator pitch is a simple textbook how to persuade potential investor to invest and to enter into a joint venture. The webinar also presents practical hints about the investment contract and crucial clauses that should be included there.

Definitions – Venture capital

Venture capital is a type of financing that investors provide to startup companies and small businesses that are believed to have long-term growth potential. Venture capital generally comes from well-off investors, investment banks, and any other financial institutions. However, it does not always take a monetary form; it can also be provided in the form of technical or managerial expertise. Venture capital is typically allocated to small companies with exceptional growth potential, or to companies that have grown quickly and appear poised to continue to expand. Though it can be risky for investors who put up funds, the potential for above-average returns is an attractive payoff. For new companies or ventures that have a limited operating history (under two years), venture capital is an essential source for raising money, especially if they lack access to capital markets, bank loans, or other debt instruments.


  • Venture capital financing is funding provided to companies and entrepreneurs. It can be provided at different stages of their evolution, although it often involves early and seed round funding.
  • Venture capital funds manage pooled investments in high-growth opportunities in startups and other early-stage firms and are typically only open to accredited investors.

Advantages and disadvantages

Venture capital provides funding to new businesses that do not have access to stock markets and do not have enough cash flow to take debts. This arrangement can be mutually beneficial: businesses get the capital they need to bootstrap their operations, and investors gain equity in promising companies.

There are also other benefits to a VC investment. In addition to investment capital, VCs often provide mentoring services to help new companies establish themselves, and provide networking services to help them find talent and advisors. A strong VC backing can be leveraged into further investments.

On the other hand, a business that accepts VC support can lose creative control over its future direction. VC investors are likely to demand a large share of company equity, and they may start making demands of the company’s management as well. Many VCs are only seeking to make a fast, high-return payoff and may pressure the company for a quick exit.

Types of venture capital

Venture capital can be broadly divided according to the growth stage of the company receiving the investment. Generally speaking, the younger a company is, the greater the risk for investors.

The stages of VC investment are:

  • Pre-Seed: This is the earliest stage of business development when the founders try to turn an idea into a concrete business plan. They may enrol in a business accelerator to secure early funding and mentorship.
  • Seed Funding: This is the point where a new business seeks to launch its first product. Since there are no revenue streams yet, the company will need VCs to fund all of its operations.
  • Early-Stage funding: Once a business has developed a product, it will need additional capital to ramp up production and sales before it can become self-funding. The business will then need one or more funding rounds, typically denoted incrementally as Series A, Series B, etc.

The Venture Capital Process

The first step for any business looking for venture capital is to submit a business plan, either to a venture capital firm or to an angel investor. If interested in the proposal, the firm or the investor must then perform due diligence, which includes a thorough investigation of the company’s business model, products, management, and operating history, among other things.

Since venture capital tends to invest larger dollar amounts in fewer companies, this background research is very important. Many venture capital professionals have had prior investment experience, often as equity research analysts; others have a Master in Business Administration (MBA) degree. Venture capital professionals also tend to concentrate on a particular industry. A venture capitalist that specializes in healthcare, for example, may have had prior experience as a healthcare industry analyst.

Once due diligence has been completed, the firm or the investor will pledge an investment of capital in exchange for equity in the company. These funds may be provided all at once, but more typically the capital is provided in rounds. The firm or investor then takes an active role in the funded company, advising and monitoring its progress before releasing additional funds.

The investor exits the company after a period of time, typically four to six years after the initial investment, by initiating a merger, acquisition, or initial public offering (IPO).

One important difference between venture capital and other private equity deals, however, is that venture capital tends to focus on emerging companies seeking substantial funds for the first time, while private equity tends to fund larger, more established companies that are seeking an equity infusion or a chance for company founders to transfer some of their ownership stakes.


Equity is the amount of money that would be returned to a company’s shareholders if all of the assets were liquidated and all of the company’s debt was paid off in the case of liquidation. Equity is important because it represents the value of an investor’s stake in a company, represented by the proportion of its shares. Owning stock in a company gives shareholders the potential for capital gains and dividends. Owning equity will also give shareholders the right to vote on corporate actions and elections for the board of directors. These equity ownership benefits promote shareholders’ ongoing interest in the company.

Private equity

Private equity is a type of investment in which the investors purchase shares in privately-held businesses. Private equity describes investment partnerships that buy and manage companies before selling them. Private equity firms operate these investment funds on behalf of institutional and accredited investors.

Private equity funds may acquire private companies or public ones in their entirety or invest in such buyouts as part of a consortium. They typically do not hold stakes in companies that remain listed on a stock exchange.

Private equity is often grouped with venture capital and hedge funds as an alternative investment. Investors in this asset class are usually required to commit significant capital for years, which is why access to such investments is limited to institutions and individuals with high net worth.


  • Private equity firms buy companies and overhaul them to earn a profit when the business is sold again.
  • Capital for the acquisitions comes from outside investors in the private equity funds the firms establish and manage, usually supplemented by debt.
  • The private equity industry has grown rapidly; it tends to be most popular when stock prices are high and interest rates low.

An acquisition by private equity can make a company more competitive or saddle it with unsustainable debt, depending on the private equity firm’s skills and objectives.

In contrast with venture capital, most private equity firms and funds invest in mature companies rather than startups. They manage their portfolio companies to increase their worth or to extract value before exiting the investment years later.

The private equity industry has grown rapidly amid increased allocations to alternative investments and following private equity funds’ relatively strong returns since 2000. In 2021, private equity buyouts totalled a record $1.1 trillion, doubling from 2020. Private equity investing tends to grow more lucrative and popular during periods when stock markets are riding high and interest rates are low, and less so when those cyclical factors turn less favourable.

Joint venture

Joint venture is a business arrangement in which two or more parties agree to pool their resources for the purpose of accomplishing a specific task. This task can be a new project or any other business activity. Each of the participants in a joint venture is responsible for profits, losses, and costs associated with it. However, the venture is its own entity, separate from the participants’ other business interests.

Here are the four main reasons why companies form joint ventures.

1. To Leverage Resources

A joint venture can take advantage of the combined resources of both companies to achieve the goal of the venture. One company might have a well-established manufacturing process, while the other company might have superior distribution channels.

2. To Reduce Costs

By using economies of scale, both companies in the joint venture can leverage their production at a lower per-unit cost than they would separately. This is particularly appropriate with technology advances that are costly to implement. Other cost savings as a result of a joint venture can include sharing advertising or labour costs.

3. To Combine Expertise

Two companies or parties forming a joint venture might each have different backgrounds, skill sets, or expertise. When these are combined through a joint venture, each company can benefit from the other’s talent.

4. To Enter Foreign Markets

Another common use of joint venture is to partner with a local business to enter a foreign market. A company that wants to expand its distribution network to new countries can enter into a joint venture agreement to supply products to a local business, thus benefiting from an already existing distribution network. Some countries have restrictions on foreigners entering their market, making a joint venture with a local entity almost the only way to do business in the country.

A joint venture gives each party the opportunity to exploit a new business opportunity without bearing all of the cost and risk. Joint ventures by nature are riskier than “business as usual” and sharing the risk is a wise move.

If the right participants are involved, the joint venture also starts out with a broader base of knowledge and pool of talent than any one party possesses on its own. For example, a joint entertainment venture set up by an animation studio and a streaming content provider can get off the ground more quickly—and probably with a better chance of success—than either participant could alone.

Cons of a Joint Venture

Embarking on a joint venture requires relinquishing a degree of control. The vital decisions are being made by two or more parties.

The companies involved must go into the project with the same goals and an equal degree of commitment.

Extreme differences between the participants’ company cultures and management styles can be a barrier to success. Will the executives of an animation studio be able to communicate in the same language as the executives of a digital streaming giant? They might, or they might line up in opposing camps.

Setting up a joint venture multiplies the number of management teams involved. If one party undergoes a significant change in its business structure or executive team, the joint venture can get lost in the shuffle.

Types of PE (Private equity) and VC (venture capital)

  • Let us firstly discuss angel concept (pre-VC): “Angel” investors give early stage support to startup level type companies when institutional investors are not ready to invest yet. This involves a company which may have an “idea” but has not properly validated it yet and build it into a business. To raise funds these companies will ask friends or family to financially back them. Investment size: $10k-$250k
  • Next, Seed capital (VC): these companies have now at least have somewhat validated their product/service with customers or convincing research. The money is typically used for product development and business expansion and this is when the first full time sales & marketing people get hired. Investment size: $250k-$2M

Professional angel investors sometimes provide seed money either through a loan or in return for equity in the future company. These investors are generally high-net-worth individuals (HNWIs) and may come from the personal network of a startup’s founder(s). Angel investors often enjoy a hands-on role in helping develop a company from scratch. If the angel investor contributes less than $1 million, the money is usually in the form of a loan. For the entrepreneur, this can solve the problem of attracting sufficient seed money, given the reluctance of financial institutions and even venture capitalists to take on considerable risk. When contributing more than $1 million, an angel investor typically prefers seed equity and becomes a co-owner of the startup and the holder of preferred stock with voting rights.

  • Nest, let us discuss Growth (VC/PE): at this stage companies more likely have figured out where their product/service has a need in the market but may still be unprofitable. The fundraising is mainly for expansion both for the team and their business. Investment size: $10M-$50M
  • Then, Crossover (PE): Investors at this stage are looking for companies that have sustainable business models & profitability. This funding may be used to expand into new international markets or develop multiple products/services. Listing on a stock exchange (IPO) may not be far. Investment size: $50M-$100M
  • Last type, Late stage/buyout (PE): investors may be most focused on making these mature companies more efficient, making up their value, then ‘flipping them’ for a bigger multiple (return). The company is very close to an exit either listing on a stock exchange or getting “bought out”. Investment size: depends but could be millions into billions.

Elevator pitch

The best way to show your business idea to possible investors is using an elevator pitch. An elevator pitch is a short explanation, from 1 to 5 minutes maximum, of your startup. The idea is to try get the interest of an investor in the time of an elevator’s trip. You need to have in mind that you are going to try sell your idea to someone that is used to listen to a lot of business ideas and, normally, they have very short time to interact with. But the finality is not only to sell your idea but to generate interest in your project to get a longer meeting in the future.

We must be able to summarise essential ideas and organise them in an attractive way. It is important to always put ourselves in the listener’s position to know whether what we are saying is worth listening to, create a hook to hold their attention and imbue every word with enthusiasm and conviction. These are 5 characteristics that are always present in these speeches to be a real success:

  • Creativity;
  • Assertiveness;
  • Adapting the time;
  • Knowing the person you are talking to;
  • Anticipate questions that may arise in order to have the answers ready to answer them.

An example of scheme to use for making your own elevator pitch will follow this steps:

Introducing yourself

Assessing the Market size

Detecting the problem

Total Addressable Market, or TAM, is a way to quantify the market size/opportunity for a product or a service. Is the overall revenue opportunity that is available to a product or service if 100% market share was achieved. It helps determine the level of effort and funding that a person or company should put into a new business line. The concept of total addressable market is important for startups and existing businesses because the estimates of effort and funding required allow them to prioritize specific products, customer segments, business opportunities. Where there are potential investors and buyers of the business, company executives can use Total Adressable Market to provide available value proposition.

When a private equity firm intends to acquire a startup company, it can use Total Addressable Market to estimate the revenue generation potential of a product or service offered by that company. Total Addressable Market takes into account the products and customer segments that remain untapped by the startup. The assessment helps to determine the actual size of the available market and the prevailing competition for the products offered by the startup.

An Investor should be objective in estimating the available market because an exaggerated value may lead to markets with less potential for growth. The ideal market for any entrepreneur is one with potential growth capacity.

  • Total Addressable Market stands for the sector’s entire revenue opportunity;
  • Serviceable Addressable Market stands for what % of Total Addressable Market is being served;
  • Serviceable Obtainable Market stands for what % of Serviceable Addressable Market can be captured.

Total Addressable Market, Serviceable Addressable Market and Serviceable Obtainable Market represent the various subsets of a market. Total Addressable Market refers to the total demand for a product or service that is calculated in annual revenue. Serviceable Addressable Market is the target addressable market that is served by a company’s product or services. Serviceable Obtainable Market is the percentage of Serviceable Addressable Market that can be realistically achieved. Identifying these subsets within an industry requires some market research to understand the proportions of each area.

Determining the proper moment for investment

In this part there should be defined the tendency of the market, if there is a bull or bear market. In a quite simple way, bull market is when there is a tendency of growing and the investors have confidence to invest their capital. Bear market is sort of the contrary, when there is a tendency of decrease and the investors do not have confidence. If the trend is up, it is a bull market. If the trend is down, it is a bear market.

To identify a bull market there are several characteristics that can be observed. These include an increase in trading volume, as more investors are willing to buy and hold onto securities in the hopes of realizing capital gains. Securities in a bull market also tend to receive higher valuations, as investors are willing to pay more for them due to the perceived potential for price appreciation. In addition, a bull market is often characterized by greater liquidity in the market. Normally, there is no specific and universal metric used to identify this type of market but, perhaps, the most common definition is a situation in which stock prices rise by 20% or more from recent lows.

On the other hand, the bear market is when a market experiences prolonged price declines, when the prices fall 20% or more from recent highs amid widespread pessimism and negative investor sentiment. The causes of a bear market often vary, but in general, a weak or slowing or sluggish economy, bursting market bubbles, pandemics, wars, geopolitical crises, and drastic paradigm shifts in the economy such as shifting to online economy, are all factors that might cause a bear market. The signs of a weak or slowing economy are typically low employment, low disposable income, weak productivity, and a drop in business profits. In addition, any intervention by the government in the economy can also trigger a bear market.

Attending our necessities, you must to be aware of the circumstances of the market in general but also pay attention to the sector related with your business idea, not only in an economic way of thinking but to a technological, and social perhaps, view too.

Explaining strong points and differences with the competitors

A great way to get to know your idea, its strengths and weaknesses, is by doing a SWOT analysis. A SWOT (strengths, weaknesses, opportunities, and threats) analysis is a framework used to evaluate a company’s competitive position and to develop strategic planning. It has in count internal and external factors, as well as current and future potential.

A SWOT analysis is designed to facilitate a realistic, fact-based, data-driven look at the strengths and weaknesses of an organization, initiatives, or within its industry. The organization needs to keep the analysis accurate by avoiding pre-conceived beliefs or grey areas and instead focusing on real-life contexts. Companies should use it as a guide and not necessarily as a prescription.

Every SWOT analysis will include the following four categories. Though the elements and discoveries within these categories will vary from company to company, a SWOT analysis is not complete without each of these elements:

  • Strengths describe what an organization excels at and what separates it from the competition: a strong brand, loyal customer base, a strong balance sheet, unique technology, and so on. For example, a hedge fund may have developed a proprietary trading strategy that returns market-beating results. It must then decide how to use those results to attract new investors.
  • Weaknesses stop an organization from performing at its optimum level. They are areas where the business needs to improve to remain competitive: a weak brand, higher-than-average turnover, high levels of debt, an inadequate supply chain, or lack of capital.
  • Opportunities refer to favourable external factors that could give an organization a competitive advantage. For example, if a country cuts tariffs, a car manufacturer can export its cars into a new market, increasing sales and market share.
  • Threats refer to factors that have the potential to harm an organization. For example, a regulatory ban is a threat to a cannabis producing company, as it may destroy or reduce the crop yield. Other common threats include things like rising costs for materials, increasing competition, tight labour supply, and so on.

In the elevator pitch the focus should be put on the strength and avoiding the weaknesses. It should mention the strength comparing with the competitors but without mentioning them directly.

Business Model

In this part you need to identify the business model, in other words, how are you going to make money. Just to put some examples: Is it a product or a service? Is it a one-time business or is it a type of subscription or recurring business? Do you produce the goods by yourself, contract other company to making them or you buy them from other company? And so on and so forth.

Some methods that can help you with this matter are ARR (Annual Recurring Revenue), Gross Profit and ARPU (Average Revenue Per User).

ARR is the measure of recurring revenue on an annual basis. It should exclude on-time fees, professional service fees, and any variable usage fees. Essentially, annual recurring revenue is a metric of predictable and recurring revenue generated by customers within a year. The measure is primarily used by businesses operating on a subscription-based model. Principal uses:

  1. Quantifies the company’s growth. The predictability and stability of Annual Recurring Revenue make the metric a good measure of a company’s growth. By comparing Annual Recurring Revenues for several years, a company can clearly see whether its business decisions are resulting in any progress.
  2. Evaluate the success of the business model. Annual Recurring Revenue enables a company to identify whether its subscription model is successful or not.
  3. Forecast revenue. The metric is commonly referred to as a baseline, and it can be easily incorporated into more complex calculations to project the company’s future revenues.

Gross profit is equal to total revenue minus the cost of goods sold. It’s a company’s total profit before subtracting its operating expenses, interest and tax payments. Gross profit shows the overall financial success of products or services, as it reflects a company’s income prior to overhead expenses. It can also be used to calculate the gross profit margin, which is essentially the percentage version of gross profit. The gross profit margin is used for comparison purposes, such as measuring a company’s production efficiency over time or comparing to the industry average to measure performance amongst the market.

Average Revenue Per User is the total revenue divided by the number of users for a specific time period (month/quarter/year). It demonstrates the value of users on your platform. While average revenue per user was originally primarily used in the telecom industry, it has become useful for all types of digital businesses, from SaaS providers to social media networks to mobile apps.

Average Revenue Per User is calculated by dividing your revenue by your number of users over the time period you want to measure, such as a week, month, or year. Average revenue per user is most commonly measured on a monthly level, using monthly recurring revenue (MRR) as an input.

average revenue per user (ARPU) equals monthly recurring revenue / number of active users

Another metric closely related to average revenue per user is average revenue per paying user (ARPPU). This is calculated the same way as average revenue per user, but only includes paying users. For apps using a freemium monetization model, distinguishing between and comparing these two metrics is important, as in this case, an app’s average revenue per paying user should be significantly higher than its average revenue per user.

The idea is to explain how your business works so the potential investors can understand better the situation and the pros and cons of your idea.


This part is about numbers. Here are some ideas of the metrics that you can use:

  • CAC: Customer Acquisition Cost. Should be the full cost of acquiring users, stated on a per user basis. One common problem with Customer Acquisition Cost metrics is failing to include all the costs incurred in user acquisition such as referral fees, credits, or discounts. Customer Acquisition Cost equals Sales and Marketing Expense/Number of New Customers
  • LTV: Life Time Value: is the present value of the future net profit from the customer over the duration of the relationship. Life Time Value equals average revenue per user multiplied by Gross Margin / Churn rate. Customer Lifetime Value is one of the metrics used to measure the growth of a company. By comparing the Lifetime Value of a company to the cost of customer acquisition, there can calculated the value of a customer to the business over the period of time that they were associated with them. The Lifetime Value helps a company gain and retain highly valuable customers.
  • Churn: There’s all kinds of churn – dollar churn, customer churn, net dollar churn, etc. In short, churn rate shows the frequency at which your customers leave your business. Investors look at it the following way: Monthly Unit Churn equals lost customers/prior month total.

Churn rate can impact your business growth. Ideally businesses want to minimize churn in order to retain customers and maximize profits. As a result, companies will work on both customer retention and the acquisition of new users so that they can grow. Without these two factors, it will be difficult for a business to succeed.

Since churn rate and growth rate can go hand-in-hand, it is essential that businesses consider new customers as well as how many clients leave. This allows companies to assess total growth. If the growth rate is larger than the churn rate, then the business has expanded its customer base.

  • Burn Rate: is the rate at which cash is decreasing. Investors tend to focus on net burn to understand how long the money you have left in the bank will last for you to run the company. Burn Multiple equals Net Burn/Net New Annual Recurring Revenue.

A start-up is often unable to generate a positive net income in its early stages as it is focused on growing its customer base and improving its product. As such, seed stage investors or venture capitalists often provide funding based on a company’s burn rate.

  • Active Users: different companies have almost unlimited definitions for what “active” means since it really varies by company and depends on the business model. It is especially useful when the business consists in services or a digital application. When measuring your active users the following has to be kept in mind: 1. Clearly define it; 2. Make sure it is a true representation of “activity” on your platform; and 3. Be consistent in applying that definition.

Daily active user (DAU): A daily active user is someone who interacts with an app on a specific day (e.g. January 1st).

Weekly active user (WAU): A weekly active user is someone who interacts with an app over a period of seven days (e.g. January 1st-7th).

Monthly active user (MAU): A monthly active user is someone who interacts with an app over a period of 30 days (e.g. January 1st-31st).

The usefulness of each measurement period depends on an app’s vertical. While it is beneficial to maintain a healthy number of daily active users, an app that is based on seasonal or occasional usage, such as a last-minute hotel booking app or a banking app, might place more emphasis on monthly active users. Monthly active users is an important metric for many businesses because it is another indication of whether their retention rate is healthy.

  • Virality: is the speed at which a product spreads from one user to another. Virality is often measured by the viral coefficient or k-value ¾ how much users of a product get other people to use the product (average number of invitations sent by each existing user* conversion rate of invitation to new user). Example: tiktok
  • Customer Concentration Risk is defined as the revenue of your largest customer or customers relative to total revenue. If your largest customers pay you $3M/year and your total revenue is $30M/year, then the concentration of your largest customer is 10%. Investors prefer companies with relatively low customer concentration.

If you find yourself concerned that the majority of your accounts receivable comes from a small number of large customers, then it is time to ask yourself the question: what would happen if you lost your biggest client or if your industry got hit with an economic downturn? Understanding your current vulnerabilities will help you manage and mitigate the revenue risks you may face down the line.

Describe your team

Maybe this does not look so important as other parts of the elevator pitch but, in reality, the potential investors pay a lot of attention to the human capital. The investor need to know that the people that are going to receive his capital are capable of doing what they are saying that they can do. In addition, it is very interesting to highlight if some part of the team have experience with previous startups and projects. One has to underscore the studies, experiences and every point that can be useful to the project and to receive an investment.

Road map

It is very helpful to show to the potential investors that you already have a series of plans, goals and benchmarks to achieve because it displays the strength of your idea or business.

This is an example of a structure of an elevator pitch. You do not necessarily have to use this structure. It can be adapted at specific circumstances because not all the ideas are in the same level of development or need the same metrics or have the same teams behind them. But what is clear is that it must be short, clear and attractive to the potential investors.

After getting an investor: structure of collaboration

After a successful road of meetings and chats with potential investors, you may get one interested in your idea that wants to invest in you. How is this investment structured? In which ways can it come? What do I have to give in return? These are some questions that you surely are going to need to respond.

The investor requires a series of guarantees to ensure that, despite the high risk involved in this type of investment, he or she has some certainty that he or she will be able to achieve the expected return. It is therefore not surprising that joint ventures are sometimes formed, or that the capital provided is not always monetary but human capital. The investor will help you to take the idea or the business forward because it is beneficial to them.

Normally this collaboration is structured in a series of contracts that are successive and juxtaposed. Not necessarily all contracts have to follow Polish law. We work with many foreign investors, from the United States and the United Kingdom, and usually in the early stages they follow Polish law, but later on in certain aspects American or British law are used to regulate the investment relationship.

Types of investments: financial and non-financial help

An investigation can come in a wide range of manners depending on the stage of the startup (pre-seed, seed, early-stage) and the type of project itself.

  • Technical or managerial expertise: this investment can come in the form of technical staff with expertise in the sector or activity as well as management staff to help with the administration of the company. This staff can come either directly from the company or investor; or the investors can help you in the task of finding new employees on the job market.
  • Cash flow: the principal way of investing is by financing through injections of capital. It is important to mention the series funding A, B and C. Before a startup can make an initial public offering (IPO), that is, enter in the classical market of stocks, startups need financing of private investors and this is normally structured in various rounds, known as Series A, B, and C. These rounds are normally the exchange of cash and equity or partial ownership of that company.

There are other types of funding rounds available to startups, depending upon the industry and the level of interest among potential investors:

  • Pre-seed. In the earliest stage of the business, usually the idea is under development and the financing comes from the own founders or from families and friends. However, this does not mean that it cannot come from an external investor.
  • Seed. Seed funding helps a company to finance its first steps, including things like market research and product development. Generally, there are the so-called “angel investors” the ones who made this type of financing;
  • Early-stage: During this stage, the startup is going to get a more or less secure initial position in the market, with a commercial strategy and searching to get as much clients as possible. Normally, it would start searching for investment with new partners further away than family, friends and the “angel investor”;
  • Series A. When the startup is more or less established, with a good idea and a strong strategy, there is the time for Series A funding. By this stage, it is also common for investors to take part in a somewhat more political process. It is common for a few venture capital firms to lead the pack. In fact, a single investor may serve as an “anchor.” Once a company has secured a first investor, it may find that it is easier to attract additional investors as well. Typically, Series A rounds raise approximately $2 million to $15 million.
  • Series B. This is the next level from A. Normally, at this stage, the company has developed substantial user bases and has proven to investors that they are prepared for success on a larger scale. The major difference with Series B is the addition of a new wave of other venture capital firms that specialize in later-stage investing.
  • Series C. This is the third and usually the last round of private financing before an IPO. At this phase of development, the business has a solid base in the market. Because of that, the number of investors interested in the company is larger, the risk is smaller than in previous stages.

Joint ventures

Sometimes the investment translates into a joint venture. We already have defined what a joint venture is. Occasionally, the investor is a bigger company of the sector or that has presence in other markets and wants to introduce itself to a new one. For this reason, creating a joint venture is the most logical thing for the investor. For example: the startup makes the development and investigation about a new product or services and the investor, a larger company with more economic resources, owns the facilities and manufacturing production that the startup needs to produce and sell its products.

A company enters into a joint venture because it lacks the required knowledge, human capital, technology, or access to a specific market that is necessary to be successful in pursuing the project on its own. Coming together with another business affords each party access to the resources of the other participating company without having to spend excessive amounts of capital to obtain it.

Unlike a business merger or an acquisition, a joint venture is a temporary contract between participating companies that dissolves at a specific future date or when the project is completed. The companies entering into a joint venture are not required to create a new business entity under which the project is then completed, providing a degree of flexibility not found in more permanent business strategies. Also, participating companies do not need to give up control of their businesses to another entity, nor do they have to cease ongoing business operations while the joint venture is underway. Each company is able to maintain its own identity and can easily return to normal business operations once the joint venture is complete.

Joint ventures also offer the advantage that exposure to problems is spread among the participating companies. Creating a new product or providing a new service involves a great deal of risk for a company, and many companies are not capable of managing that risk on their own. In a joint venture, each company contributes a share of the resources needed to bring the product or service to market, which makes the heavy financial burden of research and development less of a challenge. The risk of the project failing and having a negative impact on profitability is lower because the costs associated with the project are distributed among each of the participating companies.

Road map and phases of the collaboration

There are many variants of the basic deal structure, but whatever the specifics, the logic of the deal is always the same: to give investors in the venture capital fund both ample downside protection and a favourable position for additional investment if the company proves to be a winner. In the contract, or series of contracts, the investor gives a list of milestones to reach with the reward of injections of capital. A good contract will bring clauses to guarantee that both parties accomplish their part of the agreement.

Normally, two agreements are made. The first agreement contains the issues related to the injection of capital, milestone, transfer of equity. The second one is about the intellectual property. Basically, in the first agreement there are included all aspects of the investment except intellectual property, that is the main issue of the second contract. Generally, the first contract is going to be based on Polish law (in our case) and the second one on American law (sometimes British law).

Furthermore, as there is freedom of form in the agreement and circumstances in the real world can vary greatly, so can the content of the agreement. For example, the first agreement mentioned can be a combination of contracts.

  1. Definitions and interpretation: For the avoidance of doubt, it is preferable to devote a section to defining the terms to be used in the contract so that there is no misinterpretation;
  2. Transaction: Basically, this is where the transaction to be carried out, the investment, between the parties, will be recorded. For example: a series of Series B shares will be created for the value of 1pln each, these will be acquired by the investing party; a joint venture will be created; the capital of the party receiving the investment will be increased in one way or another.
  3. Conditions Precedent: This section will record all previous actions that have been taken by the parties prior to and in pursuit of agreeing the contract. For example: Status of the satisfaction, antimonopoly clearance, registration procedures;
  4. The founder’s covenants prior to registration date: The warranties (deals) that the founder shall maintain during the period of time between signing the contract and its entrance into force. For example: the company must not sell any shares until a certain date or make a merger, division or transformation.
  5. Closing and post-closing: This is when the transaction is considered completed, the investment received the capital injection, and the actions shall be be taken by the parties after the transaction, such as filing the relevant registrations with the public authorities or providing the other parties with evidence that the transaction has been completed, possible new agreements and targets for future extra capital increases, new board compositions, the creation of new series of shares, etc.
  6. Corporate governance: Here the parties establish the administration of the company, how it is formed, sets the actions that are to be taken, such as that the investing party provides administration and consulting personnel to the party that receives the investment, the number of people on the table, the voting methods, the necessary quorum, shareholder meetings, the existence of a supervisory table and its powers, how the taxation and fiscal year will be carried out, the rights of access to the information etc.;
  7. Transfer of shares: This section contains the regulation of the transfer of shares such as the prohibition of selling to third parties, the right of First Refusal, Tag-Along Right, Drag-Along Right, Liquidation Preference, Contractual Penalties, etc.;
  8. Founder’s warranties and Investor’s warranties: As its name suggests, there is included a list of the warranties that the founder and the investor give each other to safeguard the agreement;
  9. Rules and limitations of liability: Normally, this type of operations are fulfilled by Limited Liability Companies (LLC). In the contract it is usually contained that the liability in claims from one party against the other shall be subject to the general principles of Polish law (in the discussed case) relating to breach of contract as well as general exemptions, thresholds, liability period, claim notice, remedy period, notification, etc.;
  10. Non-Competition: in order to ensure the cooperation and to avoid problems, a non-competition deal can be made. This type of deal is a base that both parties, or selected party can be in a different degree of restriction, and shall not, anywhere in the defined Territory and in any form, directly or indirectly, on their own account or on the account of any defined Third Party, individually or jointly with others, conduct with regards to the established company any form of competitive activity without prior written consent of the other party, as long as they hold shares in the established company;
  11. The investor’s right to rescind: There can be included the possibility of rescinding the investment in case of the occurrence of some defined circumstances, that have to be contained in the agreement, that make the investment unsatisfactory to the investor, acting commercially reasonably and in the situation the other party does not implement the solutions proposed by the investor;
  12. Confidentiality: Basically, the standard is to have a confidentiality clause to protect the information about the provisions of the agreement, the negotiations related to the agreement, the subject of the agreement, the investment value, the specifics of the company and its business activity and the information about the parties;
  13. Notices: It is reasonable to create a mechanism to cause that all parties of the agreement receive effectively any notices important to the agreement, the investment or the cooperation;
  14. Assignments: Generally, in this type of contracts the transfer of rights and/or obligations can be only made prior consent of the other party and, normally, the consent has to be granted in full and be direct and not presumed. There needs to also be indicated the form and specified conditions of the transfer of rights and duties under the contract;
  15. Amendments and Entire Agreement: This contractual clause specifies that the contract supplants and takes precedence over any prior agreements, arrangement or negotiations and the parties shall only rely upon it.
  16. Costs and Expenses, Severability, Governing law and arbitration and Counterparts: In any business agreement there shall be contained the manner the costs of concluding the agreement are divided; a provision applied in case that a part of the agreement is no longer valid; the applicable law that rules the agreement; it may contain a clause providing for arbitration in any particular jurisdiction; the choice of proper court; and the counterparts that the agreement had been executed;
  17. Term of the agreement: There shall be defined the date of the entry into force and the circumstances leading to the expiration of the agreement. The contract can be for a defined time, for an unlimited time or in order to reach certain result;
  18. Annexes: The annexes to the contract may contain any documents related to the agreement, the investment, the parties, the collaboration between the parties, any prior documents to the agreement, as well as any documents that may be important to the agreement.

These are some of the most often used provisions and clauses in the investment agreement. Depending on the circumstances, the contract can be shorter and simpler. But a shorter and simpler contract can have legal loopholes and, when one is working on such an important operation involving large sums of capital, one does not want to have these kinds of insecurities and doubts that can lead to problems or conflict in the future. It is advisable to leave everything well tied up. But of course, the particular clauses and solutions should be adapted to a specific situation and investment. When the party finds itself in such a situation, a contract should be drawn up according to specific needs and circumstances.

The second agreement negotiated and concluded in investments regards intellectual property transfers.

Intellectual Property

The term intellectual property refers to the protection of the product of human intellect, whether in the scientific, literary, artistic or industrial fields. Such protection grants creators, authors and inventors a temporary right to exclude third parties from appropriating knowledge generated by them. For example, in Spain intellectual property rights are separated from industrial property rights. Both are similar but protect different things but basically they are derechos morales y derechos de caracter patrimoniales (moral rights and economic rights). The former ones are related to the right to the recognition of the authorship of the work or the recognition of the artist’s name in connection with his performances, and the right to demand respect for the integrity of the work or performance and the non-alteration of it, they are unpronounceable and inalienable; and the latter ones are related to the economic use of the creation and are basically the rights to allow or not the use of its creation, the rights to receive a remuneration for its use and the right of compensation in case of infringement or copying (it is a simplification to make it easy to understand).

For this reason, Intellectual Property protection depends on the specific country’s domestic law. Nevertheless, there are some categories that are similar more or less in the countries of our legal environment:

  • Patents. A patent is a property right for an investor that is typically granted by a government agency. Depending on the jurisdiction there are the following types of patents:
    • Utility Patents: They are used to protect how a product works and features which enable it to work. Patents can cover products; processes/methods; software/apps; or new uses or combinations of existing products. To create one of these Utility Patents, in the US, for example, you can extend a home-country patent application to the US or file a direct US patent application. US Utility Patents are examined for novelty and inventive step, in other words, whatever you want to protect must be created before it.
    • Design Patents: it is used to protect the shape or decoration of a product. It does not protect features of a design which are solely dictated by the product’s technical functions. Once again using the US as example, US Design Patents are examined for novelty only.

Freedom to Operate: Filing a patent application does not give you the right to do anything, it gives you the right to stop others from doing something. For this reason there must be undertaken patent searches for 3rd party patents prior to product launch; design around any problem of the patents; patent invalidation; watching any patent applications which may be an issue if granted; avoiding giving any warranties to licensees regarding FTO position.

  • Copyrights. It is the legal right of the owner of intellectual property. Copyrights provide authors and creators of original material the exclusive right to use, copy, or duplicate their material. A copyright also states that the original creators can grant anyone authorization through a licensing agreement to use the work.
  • Trademarks. They are used to protect the brand or product name. For example: words, letters, numerals, logos, shape of goods or their packaging, sounds, colours, etc. You need to register your trademark in every country you are present, in the European Union there is the possibility to make an EU trademark that brings you protection in all member states.
  • Franchises. It is a license that a company, individual, or party purchases allowing them to use a company’s name, trademark, proprietary knowledge, and processes. This means that the owner of the license has the right to sell a product or service under the company’s name and, in return, he or she must paid a star-up fee and ongoing licensing fees to the company.
  • Trade secrets. It is a company’s process or practice, know-how, that is not public information, which provides an economic benefit or advantage to the company or holder of the trade secret. Trade secrets must be actively protected by the company and are typically the result of a company’s research and development. Examples of trade secrets could be a design, pattern, recipe, formula, or proprietary process.

Issues to consider when drafting an intellectual property transfer contract

Normally, this part of the agreement is based on the US law principally if the investor is an American company. But, actually, the main reason is that the US law allows the transfer of some types of intellectual property that in other jurisdictions of our surroundings are not allowed. We are referring to the moral rights, part of the copyright that is only granted to creators of certain visual works but not to creators of other types of copyrighted works such as literary or musical works.

  • The party or parties that are assigning rights as well as the party or parties that are receiving the rights need to be identified and described.
  • The rights that are being transferred must be identified, defined and described.
  • The marking of the effective date of the transfer needs to be specified.
  • The representations and warranties of the parties need to be included.
  • Provisions on post-assignment obligations may need to be inserted.

Obviously, it would be advisable to have legal counsel during the process and to make a review of the contract. Going into a little more detail, here are some of the particularities between the different types of intellectual property:

  • Patents can be exclusive, non-exclusive and sole and can be exclusive for a certain time period or for particular goods. The owner can transfer a partial or whole patent and he or she can do it for a period of time that, when it is over, returns to the owner.

When transferring an exclusive licence, the owner cannot grant additional licences. This type of transfer may concern the owner’s right of possibility of reversion.

Under a non-exclusive licence, the owner retains the right to use the patent itself, and to grant additional non-exclusive licences to third parties. The licence can be limited to some type of restrictions such as time, territory, etc.

Using a sole licence it is granted to the receiver that the owner is not going to grant the licence to anyone else but still has the right to use the patent itself.

  • Trade Marks, as well as patents, can be exclusive, non-exclusive and sole and can be exclusive for a certain time period or for particular goods and services or for a certain territory. A trade mark owner can grant a licensee the right to use its mark in commerce at its will but still maintains an adequate control over the nature and quality of the licensee’s use of its mark.
  • In the US law, copyright is divisible. This means that any exclusive rights can be transferred in whole or in part. As well as the two previous types of IP, the owner can transfer the rights on an exclusive, non-exclusive and sole basis. The moral rights cannot be transferred but are waivable in writing, depending on the applicable substantive applicable law.

Basically, taking into account these specificities, we can outline the necessary contents of an IP transfer contract as follows:

It is also worth mentioning what happens with intellectual property in the joint ventures mentioned above. An agreement on IP rights in a joint venture should be based on planning to maintain distinctiveness of the brand; foresee the retention of property rights by each brand holder once the joint venture agreement is over; planning an adequate monitoring and quality control provisions to help reduce the risk of a loss of control by the brand holder and dilution of the trademarks; there should be developed a marketing plan setting out how and through which platform to promote and market the services or products; defining the scope and use of the brands; and foretell the liability and indemnification for defective products.

Business accelerator and Incubator firm

A business accelerator firm is an organization engaged in the business of fostering early-stage companies through the different developmental phases until the companies have sufficient financial, human, and physical resources to function on their own. They can be either a non-profit or a for-profit entity, and it can provide assistance via any or all of the following methods:

  • Access to financial capital through relationships with financial partners;
  • Access to experienced business consultants and management-level executives;
  • Access to physical location space and business hardware or software;
  • Access to information and research resources via relationships with local universities and government entities.

The business accelerator and incubator firms operate with the idea of helping small firms’ growth. They work with early-stage startups that do not have a business model in place or that have one but in an early-stage. They help nurture a startup by developing its strong idea into a viable product and are commonly referred to as a school for startups. Incubators typically work on a fee-basis or taking an equity stake in the startup.

They work on an open-ended time frame. There is no set schedule or period in which they deem that a startup is ready to launch. They create an environment in a co-working space for an exchange of ideas with a multitude of selected companies that all share overhead costs, which helps foster collaboration and the growth of relationships with like-minded individuals.

The startups chosen for the program can expect to work with advisors and mentors who will offer their experience in the business world to help address questions and dilemmas they face. Incubator firms might put these startups through classroom-style sessions, wherein the teams must perform tasks such as gathering feedback from potential customers about their product.

Throughout the accelerator/incubator process, the startups will be pushed to improve their ideas and learn how to convey their plans to customers and potential investors alike. It is not uncommon for startups to pivot during an incubator program after conferring with seasoned experts and testing their product or service with the public.

At the end of a cohort’s program, the startups will often present their business plans at a demo day session. Such an event brings together potential investors and other entrepreneurs who may wish to collaborate with or back the development of the startup.

Case Studies

We are going to give a couple of examples of the process:

1st Case study

Nowadays, the world is suffering from an endemic mental health problem. While in other Western Countries the percentage of mental health problems and the rate of suicide has been reducing since 90’s, the American percentage has increased a third. There is a problem of absence of means, of psychiatrists and psychologists. It is estimated that 1 of 4 American suffer from a mental illness and 1 of 20 suffer from a serious mental illness.

To combat this situation, researchers of the field have been experimenting, since the 70’s, with the use of AI to help to identify people in risk of suicide and to help in the first stages of other mental illness before the patients receive human healthcare. Some of the AIs are based on algorithms to identify signs of suicide thoughts; other AIs like, for the sake of our presentation let us call it “mental-Aid chatbot” can be used as an internal dialogue to discuss your own thoughts.

This use of AI is not the total solution, but a tool to help psychologists and psychiatrists. A problem was identified and a solution was tried to be found. Many startups are generating their own models to create an AI that gives better results. Startups related to this field of medicine received more than twice as much investment as those in any other field of medicine.

If a major problem is found and a more or less satisfactory solution is created, there will undoubtedly be large investors interested in investing in the project. Everybody wins, the startup gets the investment, the investor gets the dividends, and people get a new tool to solve their problems.

A large percentage of the people who used this type of AIs either reduced their symptoms significantly or helped them to take the step to get professional medical help. The problem is that still these AIs do not reach all people affected by these ailments, even though it sounds ugly, there is a huge reachable market in this sense. The revolution in the use of AI we are living in right now is a field of opportunity to startups in market so large and demanding.

As mentioned above, the analysed case of “mental-Aid chatbot” is a pioneer in the development of relational technologies and tools to support mental health. The owners of the start-up have already created a LLM or Large Language Model capable of maintaining a Human-like conversation with the patient that helps them to make retrospection of his or her own thoughts, help them to overcome the stigma and fear of going to therapy and to help them as a secondary support during the therapy and daily basis life. But, for now, the problem of this type AIs is that it only works in a reactive way, that is, they only reply and do not start the conversation.

For this reason, the startups are working on developing new method and improving AI to start the conversation when they determine that the conditions of the individual had suffered a change and the individual needs to be helped. One possible technique would be to measure the alteration of the patient’s heart rare through a smart watch or a wristlet. The startup surely is going to search for potential investors who can finance this development of capabilities.

Depending on the stage of the startup, it is going to search for a certain type of investor. In the analysed case “mental-Aid chatbot” is not in the early stages of development, it already has a developed and tested product that has already been launched on the market, has a strategy and plans for the future, an established market position. Hence, it is not searching for an angel investor, although it could be the case that one could appear and it could be worthwhile to launch series A, B or C. Even so, it is going to be very useful to have prepared an elevator pitch because even if you have a solid position in the market, the investor may not know the company or all the details at the outset, and will have limited time to understand the business aim.

It would also be interesting to consider the possibility of a joint venture with a company dedicated to smart devices such as smart watches or a company specialising in the creation of medical devices such as a pedometer or heart rate monitor. This makes it possible to use the previous knowledge of the second company for the development of the new features of the analysed start-up while sharing the risk taking by both companies, thus avoiding that in case of failure it would be more painful and damaging to the integrity of the company.

When applying for investor help, “mental-Aid chatbot” should indicate:

  • Earning potential;
  • The stage of the advancement of the business concept;
  • Structure and the rate of complexity of the business structure;
  • Patent issues;
  • Potential competition on the market;
  • Elasticity of the business investment;
  • Originality of the business idea;
  • CVs of the responsible people;
  • Business plan;
  • Potential markets.

2nd Case study

Another case, this time from Poland and from the investment agreement perspective.

Let us assume that we are a company that has already found an investor and has to make the investment agreement. For this we will use our experience in numerous cases. Let us say that Company X, a Polish telecommunications company, wants to improve Poland’s television signal infrastructure because it has succeeded in developing a new technology that allows a three-fold increase in line efficiency and can therefore receive three times the amount of data. The company has an established position in the market, several years of experience and a decent amount of capital. However, this investment requires an amount of capital that the company cannot afford with its current capital and also poses a very high risk to the integrity and future of the company in case of failure of the project, leading to possible bankruptcy.

The company is big enough not to be considered a start-up in its early stages of development, but not big enough to be able to go public. Therefore, it has to look for investors at an intermediate point of scale, although the appearance of an angel investor is still possible but unlikely. The company’s focus will be on finding another company or companies interested in the creation of series a, b and c. This can be within Poland or abroad. It may also be interested in the creation of a joint venture to minimise the risks and to get technical support from another company.

The company starts looking for investors, the CEO prepares his elevator pitch, having an established position and years of experience also helps to get business meetings. After a series of meetings with different companies, attending events and technology fairs, communications with business accelerators, the CEO finds another company with a similar vision to the one that has interested him in the business proposal and that wants to help him by investing in his project in exchange for a piece of the pie. This company, the investor, will be called Y. Y is a European company from another EU member state that sees the opportunity as a gateway to Poland and as a way to invest the capital it has accumulated in order to profit from it.

The process of negotiating an investment agreement, especially if you want to make a joint venture as in our case, is a long, negotiated process, in which several agreements will be made and which will need the support of lawyers. This must be the case if you want to avoid possible problems in the future. The agreement can be made simple but this is likely to lead to many loopholes that will create uncertainties. A complex agreement does not have to be fuzzy, moreover, this agreement will not be negotiated on your own, but with the support of experienced lawyers who will guide you and help you to be clear about everything. Only a complete agreement makes a secure investment.

The companies X and Y decided to create a joint venture, which will be called Z. They made an investment agreement. The transaction consisting in the following:

•             The Company A make a purchase of the assets of Company Z for the price of 1 million PLN;

•             Increase of the Company’s share capital from 1 million PLN (the purchase of A series) by way of creation of 1 million new preferred registered B-series shares with a nominal value per share of PLN 1. This going to be purchased by Company Y with a price of 5 million PLN. The difference is going to the reserve capital of Z.

We can see that the investment is made on the exchange of equity. In addition to this first injection of capital, the parties have decided to bring the possibility of a Conditional Share Capital Increase made by Y if Company Z reaches a list of milestones by making C-series. The agreement also sets out the mutual communication obligations, mutual warranties, the obligations of company X before founding Z, as well as the targets imposed for possible further capital increases. It also contains what happens in case of bankruptcy.

The agreement sets out the governing bodies of the new company:

•             The General Meeting;

•             The Supervisory Board;

•             The Board.

Put it simple, the General Meeting is where the shareholders meet and discuss a large list of themes, for example increasing or decreasing the share capital; the merging, transformation, division and liquidation of the company; amending the articles of association; etc. The supervisory board exercises a constant supervision over the Company’s operations. The board is the controlling and general management body of the company which is under the supervision of the other two bodies.

It is also extremely important that they also set various rights. These rights are: “right of first refusal” “tag-along right” and “drag-along right”. The first refusal is a contractual right to enter into a business transaction with a person or company before anyone else can. In our case is that if one of the parties wants to sell some or all of his shares, the other party has the preference to buy it. Tag-along rights also referred to as “co-sale rights,” are contractual obligations used to protect a minority shareholder, if a majority shareholder sells his stake, it gives the minority shareholder the right to join the transaction and sell their minority stake in the company. Tag-alongs effectively oblige the majority shareholder to include the holdings of the minority holder in the negotiations so that the tag-along right is exercised. On the other hand, drag-along right force the minority shareholders to accept whatever deal is negotiated by majority shareholders.


The world of startups is growing exponentially as technology advances. As science and engineering experts you have a unique opportunity to improve the world with your work and at the same time to profit from it. There are numerous funding sources, public and private, looking for projects that solve everyday problems as well as industrial problems.

If you have any questions or ideas that you think could lead to a startup, please do not hesitate to contact our firm and we will be happy to help you and connect you with investors.