Leadlex advised an Estonian edTech startup on raising investment from the Netherlands
- An Estonian edTech startup received a strategic investment offer from a Dutch venture fund.
- The work: ownership structure, investment and shareholders' agreements, documentation, IP and data protection.
- The outcome: a quick agreement, a completed investment and a stronger position in future funding rounds.
The situation
An Estonian edTech startup received a strategic investment offer from a Dutch venture fund. Deals like this can bring growth and new markets, but also complex legal questions.
The challenge
An investment agreement is a long-term arrangement and its terms affect the company in every later funding round. For a startup there are three main risk areas:
- Structure: the ownership model must be clear and understandable to the investor, otherwise the deal slows down.
- Investor terms: control rights, vetoes and exit terms can significantly limit the founders' position.
- IP and data protection: the value of a learning platform lies in its software and data, so ownership and processing must be in order.
What we did
- optimised the company structure and ownership model;
- negotiated the investment and shareholders' agreements;
- organised internal documentation and corporate governance for current and future funding rounds;
- drafted, analysed and finalised the transaction documents;
- protected the startup's interests against investor-side terms;
- developed an IP protection strategy for the learning platform;
- assessed regulatory and data protection risks in edTech;
- coordinated communication between the investors and the client.
The outcome
The parties reached agreement quickly and the investment was completed. The client gained a secure structure, a stronger position in future funding rounds and clearer documentation.
Why it matters
The first investment sets the model for all later rounds. When documentation and governance are in order from the start, the founder has a stronger position in later negotiations and deals can move faster.
Lessons
- Sort out the ownership structure before negotiating with the investor.
- Read the investment and shareholders' agreement terms (control, veto, exit) before signing.
- Confirm that IP belongs to the company.
- Assess regulatory and data protection risks in your sector.
- Involve a lawyer from the start of the deal, not after the term sheet.
The deal was led by Georgi Džaniašvili.
Frequently asked questions
What should a startup sort out before an investment?
Why does the shareholders' agreement matter?
What is a shareholders' agreement?
When should a startup involve a lawyer?
Related services
Raising investment? We get your documents in order before negotiations.
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