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Beyond the term sheet: documentation and governance as the cap table grows

18 March 2026
Lemoigne®
Beyond the term sheet: documentation and governance as the cap table grows
Australian venture and growth rounds are maturing. The difference between a smooth close and a painful one is often how thoughtfully shareholder rights, information flow, and employee equity sit together.

The term sheet captures economics; the long-form documents choreograph behaviour for years. As more institutional capital enters local rounds, we are seeing closer alignment between Australian subscription documents and offshore precedents—without blindly importing concepts that do not map to local law or tax.

Governance clauses matter as much as price: board composition, reserved matters, information rights, and how follow-on rounds interact with existing investors. Employee share schemes need to work for payroll tax, withholding, and exit scenarios—not just look good in a pitch deck.

Founders and leads both benefit when one integrated team thinks about company constitution, shareholders agreement, and ESOP together. That is how you avoid “we will fix it at Series B” becoming a costly rewrite.

#venture capital#governance#ESOP#startups