Until recently, raising funds was an almost theatrical exercise, a pitch credible enough to project the investor into a future of growth, the valuation of which constituted the numerical translation, both a symbol of confidence and a lever for acceleration. If this model has not disappeared, it has significantly changed in nature.

In 2026, valuation is no longer enough to qualify a deal, and another mechanism is required, that of clauses, structuring, and real distribution of risk. It is in this gap that the main area of ​​friction between investors and founders resides today.

To talk about it we welcome Olivier Sanviti, lawyer and founder of the Act Legal firm.

A more selective market, a misplaced requirement

If capital remains present, it has become rarer in its distribution. The market is recording fewer deals, more concentration, and increased attention paid to the intrinsic quality of files.

Investors are no longer just looking to capture a growth opportunity, but to secure a position in an uncertain environment. This involves reclassifying fundraising, which moves from an act of financing to an act of structuring.

In other words, the question is no longer just “how much is this company worth today?”, but “how will the value be distributed tomorrow, in both favorable and unfavorable scenarios?”. The answer no longer lies in the valuation, but in the details of the term sheet.

Preferential liquidation: the invisible priority of investors

The first of these mechanisms is now standard: preferential liquidation. How it works is known to professionals, but is often poorly understood by founders during their first round. In the event of an exit, the investor is reimbursed as a priority, before any distribution to other shareholders.

In an ideal scenario, with a resale well above the entry valuation, this mechanism is neutral. But in intermediate scenarios, which are statistically the most frequent, its impact is major. When a company is sold at close to or slightly above invested capital, most of the value can be captured by investors, leaving the founders with a residual fraction. Input valuation does not protect against this effect, it can even mask it.

Ratchet: the silent reconfiguration of dilution

Second layer of complexity: valuation adjustment mechanisms, notably ratchets.

The principle is simple. If the startup completes a subsequent round at a lower valuation, the initial investor is compensated. This compensation takes the form of new shares allocated to neutralize the loss.

In its strictest version, the full ratchet, the protection is total. In a weighted version, it is partial. In all cases, the dilution changes carrier. This mechanism illustrates a profound evolution in the market, where investors no longer seek only to maximize their upside, but also to control their downside.

LAW and term sheet: the critical moment that founders underestimate

Another recurring error relates to the temporality of the negotiation. In the entrepreneurial imagination, the decisive phase occurs at the time of the final documentation, when the shareholders’ agreement is signed. In reality, the main thing happens well in advance.

The letter of intent (LOI) and the term sheet already establish the fundamental balances: valuation, investment structure, key clauses, exclusivity.

From this point on, there is little room for renegotiation. Not for legal reasons, these documents are largely non-binding, but for practical reasons. Going back on a point accepted in LAW amounts to weakening the relationship with the investor.

This is where the asymmetry becomes critical, as the investor negotiates these documents repeatedly, when the founder often discovers them in situ.

Exit clauses: anticipated governance of crisis situations

Beyond entry and valorization, pacts now include precise mechanisms for managing rupture situations. Leaver clauses are a central example. They regulate the departure conditions of a founder and organize the repurchase of his shares, with varying levels of discount depending on the circumstances.

These clauses are not anecdotal: they anticipate scenarios of misalignment, conflict or failure.

Increasing sophistication of contractual standards

The trend is towards greater sophistication in venture capital. The documents are getting longer, the clauses are multiplying, the mechanisms are being refined. The influence of Anglo-Saxon standards is visible, with anticipation of numerous scenarios and increased granularity of conditions.

This sophistication responds to a rational logic aimed at reducing uncertainty in an environment where cycles have lengthened and outputs are less predictable. It nevertheless transforms fundraising into a technical object, the understanding of which requires specific expertise.