Venture Capital

The sophistication of the Venture Capital market in recent years, which has become evident through an increasingly high profile of the type of investor (business angels, Corporates, VCs, and private equity not initially focused on the venture sector), as well as the rise and growth of startups and scale-ups in Spain, has required advice as sophisticated and specialized as the market itself.

Venture Capital transactions are not traditional M&A transactions, but have a series of particularities and characteristics (recurrent and at the same time very disparate in the different transactions) that require knowledge, expertise, and ad hoc training, understanding the environment in which they are generated and the destination they aim to reach.


Understanding the cap-table and the specific circumstances of the company pre-round (regardless of whether advising the company itself or the investor side), as well as the more or less pressing needs of the company and the interests of the investor (in attention to their particular profile), proposing legal solutions that contractually balance all of the above, and coordinating and leading all participants in them, are key elements for prime legal advice in the venture ecosystem.

At Araoz & Rueda, we have that expertise, recently reinforced with the incorporation of our new partner in the Commercial/Mergers & Acquisitions Department, Pilar París (who founded the StartmeUp by Deloitte Legal initiative in 2016 – today one of the standards of innovation in the Big Four) and has extensive experience and credentials that endorse her in this sophisticated market.

We aspire to be a leading legal firm in investment rounds, particularly A, B, and C, and exits, advising both the company and the investor, as the case may be, regardless of their profile and nationality, and offering a high technical level in all key documents within the framework of a round; all this also ensuring the total involvement of the responsible partner throughout the process, and thus ensuring a seniority in line with the complexity of the negotiation process in question.

Our specialized advice includes:

  • Advice on due diligence processes (with a very measured scope and “grounded” to the profile and size of the target company).
  • Advice on the drafting and negotiation of all kinds of transactional documents (investment and shareholders agreement(s), convertible loans or simple agreement for equity (SAFE), tailor-made incentive plans for key management & employees as well as the service contracts of the founders and the rest of the key management, including all the corporate documentation of certain complexity required for the full implementation and closing of the process.
  • Advice on legal, labor, tax, or IP matters that may arise from the round advisory itself, including, among others, legal or tax advice of the contingencies that may have arisen in the context of the due diligence prior to the round, as well as the assumption of the role of Secretary of the Board of Directors of the company (which, very likely, will have become more complex and, therefore, will need a specialized legal advice).

Specific services

  • Investment transactions in different phases (seed/growth/venture/private equity).
  • Coordination and leadership of the various agents within the framework of investment rounds.
  • Advice on due diligence processes of the target entity.
  • Drafting and negotiation of Round documentation, with a special focus on the investment agreement and shareholders' agreements.
  • Incentive plans, and service contracts with founders and key employees.
  • Specialized advice on related intellectual, industrial property and data protection.
  • Secretariat of venture capital entities and their participated companies.
  • Corporate advice to venture capital funds.


In the media


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