INDUSTRIES

Start-ups

We support founder teams, growth companies and their investors through financing rounds, employee participation and international expansion, all the way to exit.

Support from Formation to Exit

In start-ups, corporate law, financing, IP and employment law are closely interlinked. We handle these matters within one team.

Formation and Legal Form

We structure the company, draft articles of association and managing director agreements, and settle vesting, leaver clauses and the allocation of shares in the founders' agreement before the first investor comes to the table.

Financing Rounds and VC Agreements

SAFE or convertible loan, then the term sheet, and finally the investment and shareholders' agreement. We negotiate liquidation preferences, anti-dilution protection and veto rights on equal terms with the investor.

Employee Participation and ESOPs

We design VSOP and ESOP programmes including vesting and exercise conditions and assess the tax treatment under Section 19a of the German Income Tax Act as amended by the Future Financing Act.

IP and IT Law

We contractually secure trademarks, software licences, the transfer of IP rights from founders and freelancers to the company, and data protection compliant product design.

Exit and M&A

In a share deal or asset deal we run the due diligence, negotiate the purchase agreement and cleanly unwind shareholders' agreements, liquidation preferences and earn-outs.

Financing and Growing Across Borders

Capital and talent rarely come from a single country. We work with foreign investors and locations in both directions.

German Companies Abroad

When US capital calls or a foreign market becomes the core target, we are involved from the structuring stage.

  • US flip and Delaware flip: restructuring onto a US holding company when investors or the US market require it
  • Negotiation of term sheets and investment agreements with foreign VCs and funds
  • Setting up subsidiaries and distribution structures in the target markets
  • Registration and enforcement of trademarks and IP rights abroad
  • Founder and employment contracts for distributed and remote teams across borders

What You Can Expect From Us

For young companies, speed and a clear view of the cap table often matter more than any single clause.

  • A term sheet has an expiry date. We negotiate within the tight windows of a financing round instead of derailing them.

  • Every stake, option pool and liquidation preference shifts who ends up owning how much. We think ahead to the exit from the very first round.

  • You speak with the lawyer who also negotiates. Your round is not passed along a chain of changing professionals.

  • In a financing round, corporate law, IP, employment law and data protection are interconnected. We bundle them instead of sending you back and forth between specialists.

Planning your next financing round?

Whether a SAFE, a convertible loan or a Series A with an institutional lead, tell us briefly where you stand. We tell you frankly what comes next in legal terms.

  • Sebastian Harschneck
    Sebastian Harschneck
    Managing Partner · Corporate & Public Commercial Law
  • Johannes Egelhof
    Johannes Egelhof LL.M.
    M&A & Restructuring Partner

Frequently Asked Questions from Founders

Under an ESOP, employees receive real shares in the company upon exercise; under a VSOP, they only receive a contractual claim to a payout in an exit. Real shares have become more attractive for tax purposes since the Future Financing Act, because Section 19a of the German Income Tax Act can defer taxation, but they involve more corporate law effort. For early teams, a clearly explained VSOP is often the more pragmatic route.

At the pre-seed stage, a SAFE or a convertible loan that defers the valuation question to the next round is often sufficient. A full investment and shareholders' agreement with liquidation preference, vesting and veto rights usually only pays off once an institutional investor joins with its own term sheet.

When US investors will only invest in a US holding company or the US market is the core target. The flip moves the parent company to the United States and is demanding in both tax and corporate law terms. It should be planned early and with tax advice, because a flip with an already grown cap table becomes considerably more expensive and complicated.

It determines who is paid first from the exit proceeds and how much. Investors first get their invested capital back before the remainder is distributed. Whether the preference is non-participating or participating, and with which multiple it applies, has a tangible effect on what is left for the founding team. That is why we negotiate this point closely.

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Maxfeld.legal

Rechtsanwaltsgesellschaft mbH
Leipziger Platz 21
90491 Nuremberg

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