Timing is leverage, and most founders spend it too late

One of the clearest points of the session was how directly timing determines negotiating power. Funding rounds routinely take three to six months when the transaction is complicated and founders who approach investors only once cash is running low have already lost ground. Investors notice desperation and it shows up in the terms they offer.

The takeaway was straightforward: companies should think about structuring their fundraising to secure twelve to eighteen months of runway before they need to be back in the market. Remembering that leverage is built early, not negotiated late.

Not every path is a priced VC round

VC is often treated as the default route, but Phil was clear that it isn’t always the right one. Founders have a genuine range of structures available, from convertible instruments that let a company secure capital quickly while deferring valuation questions, to bridge rounds that cover the gap between main raises, to venture debt that supplements a priced round through a corporate lender.

Grant funding and debt deserve a proper look before founders default to chasing a VC term sheet. A cap table full of impressive-looking structures counts for little if it doesn’t match what the company needs.

The “best” funding structure is the one which helps a company reach its next objectives while preserving as much flexibility, ownership and long-term value as possible. Founders should ask:

• How much capital do we need?
• What milestone will this funding help us reach?
• How much ownership are we willing to give up?
• Do we need patient capital, strategic investors, or simply more time?

Due diligence starts long before the raise, not during it

Investors are responsible for finding problems themselves rather than relying on founders to flag them upfront, a default sometimes referred to as buyer beware. That makes early preparation a genuine advantage rather than a formality: the more a founder can spot and fix before an investor goes looking, the fewer surprises there are to derail the deal later.

Founders are encouraged to build a structured document file well ahead of any raise, covering contracts, IP filings, property records, and to look at their own company through an investor’s eyes before an investor ever does. An NDA should be standard before sharing sensitive material, particularly with smaller funds or individual angels and information can be released in stages, holding back the most sensitive technical detail until it’s genuinely needed.

Rounds stall for a reason founders don’t expect

Phil pointed to something he called the lead investor problem, that it’s rarely a lack of interest that stalls a round. Several VCs might circle a company, ask good questions and clearly like what they see, yet nobody puts a number on the table and agrees to lead. Without that, the round simply doesn’t move.

Understanding this dynamic changes how founders should run their process. Interest is not commitment and a room full of interested investors can still leave a company without a term sheet.

What’s negotiable, and what isn’t

Signing a term sheet doesn’t lock a company into the deal as it stands. Most of what’s on the page is a statement of intent rather than a binding agreement, sometimes described as non-binding. Only a handful of clauses become legally binding the moment it’s signed: confidentiality, exclusivity, costs and fees and governing law and jurisdiction. Everything else, including valuation, is still a starting point rather than a fixed figure.

Valuation is more negotiable than founders often assume, sometimes described as elastic. VCs will propose an opening number, but founders with strong commercial reasoning, solid data or competing investor interest have real room to push back.

Raising internationally brings its own structure

Companies raising from US investors are often asked to set up a US parent company above their existing UK company, so the investor is legally putting money into a US entity rather than a UK one. This is sometimes called a Delaware flip, named after the US state, most chosen for these holding companies, largely because of its established corporate law and familiarity to US investors. It’s not the only option though. Companies that want to keep their UK ownership structure intact, whether to preserve sovereignty or manage export control exposure, can instead set up a separate US trading subsidiary underneath the UK parent rather than restructuring the whole company.

Non-NATO capital comes with its own scrutiny. Investors will vet both the individual and the source of funds closely, and founders raising from international investors should expect that process to be thorough.

Looking ahead

The session closed on two pieces of practical advice that apply regardless of deal size or stage. First, get a legal advisor to review a term sheet before signing it. The mechanics of a funding round are learnable, but the moments that catch founders out are rarely the big, obvious ones. They’re the details buried in the documentation.

Second, founders don’t need to wait until they’re formally raising to start building relationships with advisors. Specialist venture advisors will often take an early introductory meeting to offer guidance long before a company formally engages them and getting that relationship started early is worth more than founders tend to expect.

We extend our thanks to Phil Robinson and the team at Mishcon de Reya for such a valuable and practical session.