Private Equity & Venture Capital
Private equity and venture capital drive innovation and growth in the European economy. Trusteed guides funds and their portfolio companies through the legal complexity of fundraising, investments and exits. With experience in buyouts, growth equity and venture deals, we provide strategic advice that maximizes value creation and manages risks.
Trusteed advises private equity funds, venture capital investors and their portfolio companies on complex transactions and strategic growth. From fund formation to exits, from minority investments to leveraged buyouts - our expertise covers the complete lifecycle of private capital investments across diverse sectors and development stages.
Key Regulations
AIFMD (Alternative Investment Funds)
Financial Supervision Act
Competition Act
Major Holdings Disclosure Act
Foreign Direct Investment Screening
Corporate Law (Civil Code Book 2)
Employment Law for Carve-outs
Tax Regulations
GDPR for Datarooms
Public Procurement Law
Our Expertise
Specialized legal services within this sector
Transactions & Structuring
Complex transactions and optimal corporate structures
Regulation & Compliance
Compliance with sector-specific laws and regulations
International Aspects
Cross-border legal matters
Risk Management
Legal risk analysis and mitigation
Fund Formation & Fundraising
Successful fund formation requires optimal structuring of management companies, carried interest vehicles and fund structures. We advise on Dutch and Luxembourg fund architectures with AIFM licensing, depositary agreements and regulatory compliance under AIFMD. Our expertise includes limited partnership agreements with sophisticated economic terms, management fee structures, hurdle rates and clawback provisions. For fundraising, we develop private placement memoranda, side letters for anchor investors and subscription documentation. We navigate marketing restrictions, reverse solicitation doctrines and institutional investor due diligence, ensuring regulatory compliance while maintaining fundraising momentum.
Buyouts & Platform Investments
Leveraged buyouts combine equity, senior debt and mezzanine financing in complex transaction structures. We guide PE funds in auctions and bilateral processes, advising on valuation, deal structuring and negotiation strategy. Our legal due diligence identifies commercial, operational and regulatory risks with particular focus on contract change of control, employee matters and environmental liabilities. For management participation, we structure management equity schemes with good/bad leaver provisions, drag-along rights and co-investment opportunities. We develop acquisition financing structures with senior lenders and alternative debt providers, ensuring optimal leverage while maximizing covenant flexibility.
Growth Equity & Venture Investments
Growth and venture investments require minority protection mechanisms and alignment between founders and investors. We structure Series A through Series D rounds with liquidation preferences, anti-dilution protection and board representation rights that ensure investor influence without limiting operational flexibility. For venture funds, we advise on investment committee processes, cap table management and follow-on rights. Our term sheets balance founder-friendly provisions with investor protection, following industry standards for valuation methodologies, vesting schedules and ESOP pools. For convertible instruments, we advise on SAFE notes, convertible loans and warrant structures that facilitate bridge financing.
Portfolio Management & Exits
Value creation in portfolio companies requires active legal support for buy-and-build strategies, operational improvements and exit preparation. We advise on add-on acquisitions that realize synergies, carve-outs of non-core divisions and geographic expansions. For exit processes, we coordinate vendor due diligence, warranty & indemnity insurance and competitive auction dynamics. Our expertise includes dual-track IPO/M&A processes, secondary buyouts and strategic sales. We structure earnouts and rollover equity that facilitate management retention and create value maximization alignment. For distressed portfolio companies, we advise on restructurings, creditor negotiations and solvent liquidations.
Why Trusteed
In-depth Knowledge
Years of experience within this sector
Strategic Approach
Legal advice with business operations in mind
International Experience
Cross-border expertise and network
Sector Characteristics
Frequently Asked Questions
How do we structure carried interest optimally?
Carried interest structuring balances tax efficiency with regulatory compliance and investor expectations. We advise on Dutch limited partnership structures with management participation via carried interest partnerships, ensuring alignment with AIFMD remuneration rules. Our structures implement European/American waterfall mechanisms, hurdle rates (typical 8% IRR) and catch-up provisions. For cross-border teams, we structure multi-jurisdictional carry vehicles that facilitate local tax optimization while maintaining economic unity.
What protection mechanisms do we recommend for minority investors?
For venture and growth equity investments, we structure comprehensive shareholders agreements with information rights, board seats, veto rights over material decisions and anti-dilution protection. We advise on liquidation preference stacks in multi-round financings, drag-along/tag-along provisions and ROFR/ROFO mechanisms. For majority investors in PE buyouts, we implement corporate governance with reserved matters, dividend policies and succession planning that ensure strategic control.
How do we guide complex carve-out transactions?
Carve-outs of business units from corporates require separation of shared services, IT systems and employee populations. We coordinate transitional service agreements, IP licensing, supply agreements and real estate arrangements that facilitate standalone operations. Our expertise includes works council consultations, pension liabilities and employee transfers under Dutch Civil Code. We structure completion mechanisms with working capital adjustments, earn-outs for stranded costs and liability allocation for pre-closing matters that minimize seller involvement post-closing.
What are best practices for buy-and-build strategies?
Successful buy-and-build requires platform selection with scalable business model, management capacity and add-on acquisition pipeline. We advise on integration planning, synergy realization and standardization of legal entities, contracts and employment terms. For add-on acquisitions, we use streamlined due diligence focused on deal-breakers and develop template documentation that facilitates fast-track execution. Our governance structures balance local autonomy with group control via holding company reserved matters and cash pooling arrangements.
How do we maximize exit value via auction processes?
For competitive exits, we develop vendor due diligence reports that create transparency and prepare warranty negotiations. We structure data rooms with controlled information flow, process letters regulating bidder conduct and exclusivity arrangements maintaining momentum. Our expertise includes management presentations, Q&A management and negotiation of multiple SPAs simultaneously. We advise on warranty & indemnity insurance placement facilitating recourse elimination, earn-out structuring for valuation gaps and closing certainty mechanisms like reverse break fees and limited MAE carve-outs.
Discuss yourlegal matter
Private equity and venture capital require specialized legal expertise that understands commercial dynamics. Our specialists have extensive experience with funds from €50 million to €5 billion and investments from early stage to large cap buyouts. We combine transactional excellence with strategic counsel, not only executing deals but also contributing to investment strategy and value creation planning.
