Hlela Advisory

Transactional

Corporate finance and private capital

We advise companies, founders and investors on raising and deploying equity and hybrid capital, and on the rights and protections that accompany it.

Overview

Capital shapes control. The way a business raises equity and hybrid funding determines who participates in its growth, who influences its decisions and how value is shared on exit. In corporate finance, we advise companies, founders and investors on preference share raises, private equity and venture capital investments, convertible and hybrid instruments, fund structures and management participation schemes.

We act for issuers and investee companies as well as for investors. On each transaction we focus on the terms that matter most over the life of the investment: valuation mechanics, governance and information rights, protective provisions, anti-dilution, transfer restrictions and exit.

Debt finance is addressed by our banking and finance work, and the two areas work together on transactions that combine debt and equity.

Services

What the work involves

  1. Preference share capital raises

    We structure preference share capital raises and prepare the full issuance documentation, including the terms of the shares, subscription agreements, shareholder resolutions and the amendments to the MOI that the issue requires. We advise on the commercial terms investors typically require and on how those terms affect existing shareholders, so that the raise is attractive to investors without giving away more than intended.

  2. Private equity and venture capital

    We advise investors and investee companies on private equity and venture capital transactions, including term sheets, subscription agreements, shareholders' agreements, investor protections and conditions precedent. We also advise on convertible instruments and their conversion mechanics.

  3. Fund structuring

    We advise on the structuring of investment vehicles and funds, including the choice of vehicle, the relationship between investors and managers, and the governance and reporting arrangements. We prepare the constitutional and contractual documents for the vehicle and advise on the rights and protections of investors.

  4. Management and director share funding

    We structure and document share funding arrangements for directors and senior management, including the funding terms, security, vesting and the treatment of shares when a participant leaves. These arrangements are designed to align management with the long-term interests of the business. We make sure the terms are clear, the funding is properly secured and the scheme can be administered day to day.

  5. Capital raising strategy

    We advise companies and founders on the legal dimensions of a capital raise before it begins, including the instrument to be used, the effect on existing shareholders and the governance changes investors are likely to require. Early preparation strengthens the company's negotiating position and shortens the transaction.

  6. Investor readiness and due diligence

    We help companies prepare for investor due diligence by bringing their constitutional documents, registers, material contracts and intellectual property arrangements into good order. For investors, we conduct legal due diligence on investee companies and report the findings in a form that informs the investment terms.

  7. Convertible and hybrid instruments

    We structure and document convertible loans, convertible preference shares and other hybrid instruments, including conversion triggers, pricing mechanisms and the interaction with existing shareholder rights. We make sure that the economic outcome on conversion matches what the parties intended across the full range of scenarios.

Who we work with

Companies raising debt or equity; founders taking on investors; investors and private equity participants; businesses seeking funding from development finance institutions; and boards approving funding transactions.

How we work

  • Control in view

    We keep the effect of each funding round on ownership and control in view at every stage.

  • Terms that endure

    We negotiate with the full life of the investment in mind, through to exit.

  • Integrated with debt

    We draw on our banking and finance work where transactions combine debt and equity.

Common questions

Should we raise debt or equity?

That is ultimately a commercial decision, but the legal consequences differ significantly. We explain how each option affects control, security and future flexibility, drawing on our banking and finance work, so that the decision is fully informed.

Do you act for investors as well as companies?

Yes, subject to the usual checks for conflicts of interest.

Related advisory areas

Technically sound. Commercially minded.

Advice that begins with technical precision and extends to the commercial and strategic judgement that founders, owners and executives rely on.