Capital Raising

Raising capital changes who controls the company. Beyond valuation, the terms determine board composition, veto rights, what happens on an exit, and what the founders keep if the plan does not go as expected.

Wise Counsel advises companies and investors on equity and debt fundraising in Vietnam, from term sheet through closing and post-investment compliance.

What we help with

• Advising on the appropriate instrument — ordinary shares, preference shares, convertible loans or SAFEs
• Negotiating term sheets and advising on the commercial effect of each term
• Preparing subscription agreements and shareholders' agreements
• Structuring liquidation preference, anti-dilution and pre-emptive rights
• Advising on foreign investor participation, ownership caps and capital accounts
• Regulatory approvals and registration of the capital increase
• Advising founders on vesting, reverse vesting and founder protections
• Compliance obligations after closing, including reporting to the investor

Founders often focus on valuation and concede on control. We make sure the trade-off is a deliberate choice rather than an oversight.