What’s Shaping Fundrasing Today: 4 Trends from Legal Side

16.06.2025

• 1. Co-investment structures are becoming more common
• 2. Forward-looking planning
• 3. Founders’ restrictions remain a standard
• 4. Operational freedom is preserved
• Contact our lawyer for more details

1. Co-investment structures are becoming more common

With one lead investor setting the terms of the round and others joining on similar terms. This model helps streamline the fundraising process, ensures alignment among investors, and reduces negotiation complexity for founders. The lead investor typically conducts due diligence, negotiates key documents, and serves as a reference point for others.

That said, much depends on the co-investors themselves and how actively they choose to engage. In some deals, we've seen co-investors simply sign the documents without further involvement, while in others they actively participated in the negotiation process.

After COVID, strategic investors shifted from acquiring mature studios to investing earlier — even at seed stage — to secure access before valuations increased significantly. Travel restrictions and uncertainty also made cross-border M&A more difficult, so many strategics began taking minority stakes with built-in rights for future acquisition.

Then, syndicated deals in gaming have evolved into more complex, hybrid structures. While a lead VC still sets the round terms, strategic investors (like publishers or platforms) often join with carve-outs — for example, they may ask for exclusive publishing rights in certain regions, the option to buy the game’s IP in the future, or a say in how the game will be launched and promoted. Unlike before, co-investors now actively engage, bringing in their own expertise on user acquisition, tech, or IP. Many also view their investment as a step toward future M&A, so options to buy shares have become more common in early-stage term sheets.

2. Forward-looking planning

Investors model future financing rounds and exit scenarios — even at the seed stage. They assess potential dilution, follow-on capital needs, and exit paths early. We’ve seen investors become much more detailed in modelling future scenarios — not just in Excel, but in actual deal terms. That means:

• Liquidation preferences are negotiated even in seed rounds.
• Drag-along and tag-along clauses are no longer treated as standard formality — investors now insist on clear triggers, minimum price thresholds, and detailed execution procedures.
• Founder leaver clauses are now carefully structured — with detailed vesting schedules and different outcomes for good vs. bad leavers.

In some early-stage deals, especially when big strategic investors are involved, we’re starting to see anti-dilution included. These give investors extra protection.

3. Founders’ restrictions remain a standard

Including non-compete, non-solicitation and dedication clauses — but are increasingly backed by enforceable mechanisms like vesting, reverse vesting or share pledges. These tools help investors ensure that founders stay committed to the company’s long-term goals. For example, reverse vesting allows the company or investors to reclaim shares if a founder leaves early, share pledges give investors security in case of breaches.

4. Operational freedom is preserved

Investors aim to protect founders’ ability to run the company without micromanagement. This is often achieved by setting high approval thresholds for reserved matters and limiting investor involvement in day-to-day decisions. In some cases, formal boards are not even established at early stages — instead, key matters require supermajority shareholder consent, which allows investors to retain control over critical issues without interfering in operations.

A common example is the allocation of an option pool of a fixed size, where founders are free to grant options to team members on their own terms — including deciding who receives equity, in what amounts, and under which vesting conditions — without needing additional investor approval. This approach maintains founder flexibility while balancing investor protections at the strategic level.

These trends point to a more structured, strategic approach to seed-stage deals.

Authors: Irina Kuheika, Anna Solovei

---

Attention Journalists: Use of REVERA website materials in publications is only allowed with our written permission.