Kelly Tudhope, Author at Adventum Legal - Corporate, Commercial and Technology Legal Advisers Melbourne

A software developer writes code on a computer monitor in a dimly lit workspace.

Open Source Software: A Hidden Risk in an Otherwise Successful Exit?

For Australian startups, scaleups and high-growth technology businesses, open source software offers significant commercial advantages. It reduces development costs, accelerates product delivery and allows businesses to build sophisticated technology without developing every component themselves. However, the legal implications of using open source software are frequently overlooked. A company may have invested years developing a valuable proprietary platform, established a substantial customer base and attracted a prospective purchaser, only to discover that components of its software are subject to licensing obligations that were never properly considered. The concern is not necessarily

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IP Ownership in Australia: What Startups, Scale-Ups and High-Growth Businesses Need to Know

For startups, scale-ups and high-growth businesses, intellectual property can be a primary driver of enterprise value. Software architecture, proprietary systems, technology and other IP assets underpin business formation, growth, strategic partnerships, investment and potential exits. Yet ownership is often assumed rather than properly documented. As businesses develop new products, engage external specialists, expand into new markets and restructure, gaps can emerge between the IP they rely on and the rights they actually hold. These gaps may remain unnoticed until a capital raise, strategic investment, acquisition or exit brings them into

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Australia’s New AML/CTF Laws Commence on 1 July: We’re Ready to Help

From 1 July 2026, Australia’s anti-money laundering and counter-terrorism financing (AML/CTF) regime expands significantly. For the first time, many legal services provided by law firms will become designated services under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth). These reforms represent one of the most significant regulatory changes affecting the legal profession in recent years. They introduce new compliance obligations for law firms while bringing Australia more closely into line with international AML/CTF standards. At Adventum Legal, we have been preparing well in advance of commencement. Our systems, processes

Convertible Notes, SAFEs and Warrants The Pros, the Cons, and the Pitfalls

Introduction Convertible notes, Simple Agreements for Future Equity (SAFEs) and warrants are widely used in startup capital raising in Australia, particularly across early and growth-stage funding. Each offers a way to raise capital or provide equity upside without immediately issuing shares, but each operates differently and involves distinct trade-offs. In this article our capital raising lawyers take a practical look at the pros, cons and common pitfalls of each instrument, to help founders and growth-focused businesses assess how they may affect dilution, timing and outcomes as their business grows. Key

How Convertible Notes, SAFEs and Warrants Work Together in the Capital Raising Stack

In Australia, across early and growth-stage funding, convertible notes, SAFEs and warrants are rarely used in isolation. They are typically layered over time – sometimes deliberately, sometimes opportunistically, as founders raise capital in stages before a larger priced equity round. Having examined each instrument individually in the earlier articles in this series, it is equally important to understand how each instrument operates together. The practical consequences of capital raising often emerge not from the terms of a single instrument, but from the way multiple instruments interact within a company’s capital

Startup Warrants Explained: Key Terms, Dilution and How Warrants Work in Startup Financing

In startup and venture financing, a startup warrant is a right, but not an obligation, to purchase shares in a company at a predetermined price (known as the strike price) within a specified period. Warrants are often issued alongside other investment instruments to provide additional upside to investors or strategic partners. They are commonly used in venture debt arrangements, strategic investment transactions and advisory agreements to help align incentives between investors and the company. Warrants are a familiar feature of startup and scaleup financing, but they are often less well

Understanding Simple Agreements for Future Equity

Simple Agreement for Future Equity (SAFE) is a financing instrument used in startup capital raising that gives an investor the right to receive shares in a future equity round if specified events occur. SAFEs allow startups to raise capital quickly while deferring valuation and share issuance until a later funding round. SAFEs have become a common feature of early-stage capital raising in Australia, particularly at pre-seed and seed stage. They are often described as a faster, simpler alternative to convertible notes, and are designed to help companies raise capital without

Convertible Notes: A Term-by-Term Guide for Founders and Growing Businesses

A convertible note is a financing instrument used in startup capital raising where an investor lends money to a company and the amount converts into shares when a specified event occurs, typically a future equity funding round. Convertible notes allow companies to raise capital now while deferring valuation until a later funding round. Convertible notes are one of the most commonly used investment instruments in Australian startup and growth-stage capital raising. They offer a practical way for investors to fund a business now, while deferring the point at which shares

Startup Financing Explained: Convertible Notes, SAFEs and Warrants: Your Essential Guide

Capital raising can feel complex, especially when investors start talking about convertible notes, Simple Agreements for Future Equity (SAFE) and warrants. These instruments have become standard across Australian startup and growth financing, offering businesses flexible ways to raise capital without immediately committing to a priced equity round. As these tools become more common, understanding how they operate and when to use them is increasingly important. Our capital raising lawyers see these instruments regularly in practice, so we’ve drawn on those insights to help founders and growing businesses navigate them with

Startup founders discussing intellectual property ownership and legal structure during a strategy meeting

IP Ownership for Startups: Getting the Structure Right from Day One

For many startups, intellectual property is the primary driver of enterprise value. The software architecture, proprietary systems and data assets developed in the early stages form the foundation for future growth, strategic partnerships and access to capital. Despite this, ownership is often assumed rather than formally or correctly documented. As startups prioritise development and speed to market, documentation and structural alignment are often deferred. When intellectual property ownership is not properly structured, it can – and frequently does – create issues as a startup scales, particularly during capital raises, strategic

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Kelly Tudhope

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