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 […]
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 […]
Master Services Agreements – A Clause-by-Clause Guide for Saas/IT Providers
A well-drafted Master Services Agreement (MSA) does more than define the legal boundaries of a relationship – it sets out the practical, day-to-day rules that determine how a technology partnership actually functions. For SaaS providers, software developers, IT consultants and managed service providers, these clauses shape everything from how scope is managed and billed, to who owns the intellectual property developed during the engagement, to how the parties will respond when things change or go wrong. Although every MSA is tailored to the business using it, most follow a similar […]
Master Services Agreements: What is the purpose of a Statement of Work?
When a business engages a SaaS provider, software development team or IT consultant, two documents usually appear early in the process: the Master Services Agreement (MSA) and either a Statement of Work (SOW) or an Order Form. These documents often arrive together, which leads many people to assume they serve the same function. In reality, they operate on completely different layers of the relationship. Understanding the distinction matters, because confusing them is one of the most common causes of project overruns, scope disputes and unexpected legal risk. In this third […]
Master Services Agreements: Your Essential Guide
Overview Master Services Agreements (MSA) are fundamental in shaping how two businesses work together over the course of an ongoing commercial relationship. Despite this, many organisations only come across MSAs when they begin formalising repeat engagements or moving from ad-hoc work to a longer-term partnership. This guide explains what an MSA is, why it matters, and how it fits into the broader contract structure. Whether you’re a service provider looking to strengthen your contracting framework or a customer wanting clarity over rights and responsibilities, understanding how MSAs work will give […]
Company Constitution vs Shareholders’ Agreement: What’s the Difference? (and How the Replaceable Rules Fit In)
When setting up or running a private company in Australia, you’ll encounter three key governance frameworks the company constitution, the shareholders’ agreement, and the replaceable rules under the Corporations Act 2001 (Cth). Each serves a different function, applies in different ways, and can have very different legal consequences. Understanding how they interact is essential to avoid shareholder disputes and maintain a compliant governance structure. The Company Constitution – The Internal Rulebook A company constitution is a legally binding document that defines how the company is internally managed. It has the […]