PROXIMA LEGAL supports you across the entire investment cycle—from structuring and fund documentation through acquisitions, portfolio management, and exits.
How we can support you
1) Fund/holding structuring and investment framework
- designing the fund / investment vehicle structure (including SPVs and holding layers),
- setting governance, decision-making processes, and investor protections,
- coordinating regulatory aspects (including supervision licensing/registration where relevant).
2) Fundraising and investment documentation
- term sheets/LOIs, investment agreements, shareholders’ agreements, side letters,
- subscriptions / investor onboarding, reporting and information rights,
- structuring the economics (waterfall logic, preferences, anti-dilution, exit mechanics).
3) Transactions and acquisitions (buy-side / sell-side)
- legal due diligence and risk management (deal breakers, mitigation, warranties/indemnities),
- transaction documentation (SPA/APA, SHA, security package, escrow, closing),
- acquisition financing and coordination with lenders/investors (CPs, covenants, security package).
4) Portfolio management and governance of portfolio companies
- changes in corporate bodies, board governance, reserved matters, intra-group documentation,
- compliance implementation and “corporate housekeeping” (audit/refinancing readiness),
- ongoing legal support for management and investor relations.
5) Management incentives & co-invest
- designing incentive programs (sweet equity, options, vesting, good/bad leaver regimes),
- structuring co-investments and managing conflicts of interest,
- documentation that is enforceable and clear for both investors and management.
6) Exits and restructurings
- portfolio disposals (trade sale / secondary), reorganisations, carve-outs,
- exit readiness (vendor due diligence preparation, corporate clean-up),
- post-closing implementation and settlement.
Typical matters we handle
- you are establishing an investment structure/fund and preparing a fundraising,
- you are investing (minority/majority) and need control rights, protections, and an exit framework,
- you are buying/selling a company and need the transaction managed from due diligence to closing,
- you are dealing with financing/refinancing or portfolio restructuring,
- you are implementing management incentives and want to prevent leaver-related disputes.