Legal review before investing — no obligation

Investing in a startup? A legal review before you sign or transfer funds

Investing in a startup can be a significant opportunity — but also a legal and financial risk. Before signing a SAFE, convertible loan, investment agreement or transferring funds — it's important to review the company, the founders, the rights, the shares, the intellectual property and the legal documents.

Summary

An investor looking to invest in a startup needs to review not only the business idea but also the company's legal situation: does the company exist, who the shareholders are, whether there is a founders agreement, who owns the intellectual property, what the term sheet includes, whether the investment is made via SAFE, convertible loan or shares, and what the investor's rights are. Adv. Zion Bahalul advises investors reviewing startup investments before signing or transferring funds.

Who is this page for?

A private individual looking to invest in a startup
A business person who received an investment offer
An angel investor
A company looking to invest in a tech venture
A foreign investor looking to invest in an Israeli company
A family member or friend asked to invest in a venture
An investor who received a SAFE or Term Sheet to review
An investor who wants to understand what they get in return
An investor who wants to verify the founders and company are legally sound
An investor looking to assess the risks before transferring funds

You don't need to be a venture capital fund to get legal counsel. Even a relatively small private investor needs to understand exactly what they are signing.

Why is a legal review important before investing?

•A startup can look promising but be legally disorganized.
•There may be no founders agreement.
•The intellectual property may not belong to the company.
•Shares may not be distributed as presented to the investor.
•There may be prior commitments to other investors.
•The SAFE or convertible loan may dilute or harm your rights.
•There may be no clear conversion mechanism to shares.
•The investor may not receive information rights.
•Company decisions may not be properly documented.
•The investment may happen before the company is ready to receive it.

Legal checklist before investing in a startup

Is the company registered?
Who are the shareholders?
Is there an orderly cap table?
Is there a founders agreement?
Are there articles of association?
Is there a shareholders agreement?
Has the IP been assigned to the company?
Are there employees / freelancers who wrote code?
Are there commitments to prior investors?
Do prior SAFEs or CLAs exist?
What is the company's valuation or valuation cap?
Is there a discount?
Does the investor have veto rights?
Are there information rights?
Is there a clear conversion mechanism?
Is there a risk of excessive dilution?
Are there commitments, debts or claims?
Do the funds go to the company or to a private individual?
Is there a board resolution and approval?
Is the deal properly documented?

Document types an investor should review

Term Sheet
SAFE
Convertible Loan Agreement / CLA
Share Purchase Agreement
Shareholders Agreement
Cap Table
Articles of Association
Founders Agreement
IP Assignment
NDA
Employee and consultant agreements
Company resolutions
Representations and warranties
Due Diligence documents

Investment types you need to understand

Equity investment

The investor receives shares in the company at the time of investment. Important to check the share type, rights, dilution, voting rights and protections.

SAFE

The investor transfers funds now and receives shares in the future at a conversion event. Important to check Valuation Cap, Discount, MFN, conversion terms and additional rights.

Convertible Loan / CLA

The investment starts as a loan and may later convert into shares. Important to check interest, maturity, conversion event, security and conversion terms.

Bespoke investment agreement

In some cases a dedicated investment agreement is required, including representations, warranties, information rights, conditions precedent and protective mechanisms.

Common risks for investors

✕Investing in a company that doesn't actually own the rights to the product.
✕Investing without understanding future dilution.
✕A SAFE with an unclear cap.
✕A convertible loan with no clear conversion date.
✕Transferring funds before a signed agreement is in place.
✕Transferring funds to the wrong account.
✕No information rights.
✕No protection in future fundraising rounds.
✕No representations and warranties from the company and founders.
✕Investing in a company with an ongoing founder dispute.
✕Investing without understanding what happens if the company is sold.
✕Investing without checking prior commitments.

What can Adv. Zion Bahalul do for an investor?

Adv. Zion Bahalul can accompany private investors, business people and parties interested in investing in a startup — from the initial document review through negotiation and amending the investment agreement.

Term Sheet review
SAFE review
Convertible loan review
Investment agreement review
Cap Table review
Founders agreement review
IP rights review
Representations & warranties review
Information rights review
Conversion and dilution mechanism review
Negotiation with the company or founders
Support through signing and funds transfer
A plain explanation of the risks and your rights

Frequently asked questions

Startup investment review before signing

Send your details and we'll check whether legal support is needed before signing, transferring funds, or receiving shares / SAFE / a convertible loan. The goal is to understand what's being offered, the risks, and what should be amended before the investment.

Your information is kept confidential and used only to review your request.

There is no need to attach confidential documents at this stage. A general description is enough — documents can be reviewed properly later.

Your information is kept confidential and used only to review your request.

Adv. Zion Bahalul

Adv. & Notary Zion Bahalul

A lawyer specializing in business-legal counsel for startups, founders, tech companies and investors. Extensive experience in investment agreements, SAFE, convertible loans, cap tables and investor-side review. Service in Hebrew, English and Spanish.

Read more about Adv. Bahalul →

The information on this site is general information only and does not constitute legal advice. Each case depends on its circumstances, and it is recommended to obtain individual legal advice before making a decision or signing a document.