Venture capital transactions are distinct from private equity and traditional M&A deals, primarily because investors typically acquire only minority stakes in the target companies. This unique characteristic means special rights must be implemented to protect investors’ interests, often adding layers of complexity to the legal frameworks employed. Unlike majority acquisitions, venture capital investments require meticulous structuring to ensure that investors can safeguard their stakes while fostering the growth and innovation of startups.
To navigate these complexities, adopting standard market principles that facilitate smoother venture capital transactions across jurisdictions is essential. These principles not only help streamline the process, making it more efficient and predictable for all parties involved, but also serve as building blocks for greater convergence among European markets. By adhering to established norms and best practices, investors and startups can better align their expectations, mitigate potential conflicts, and contribute to a more integrated and competitive European startup ecosystem.
This publication summarizes the 10 key aspects of venture capital transactions in Portugal in 2025:
- Transaction structure and steps
- Governance and majorities
- Reverse vesting of founders
- Stock option pools and plans
- Founders’ liability towards investors
- Exit provisions and liquidation preference
- SIFIDE provisions
- Rollover mechanisms
- BPF co-investment programs (deal-by-deal)
- Digital regulatory landscape
By clarifying these concepts, we hope to make the specificities of venture capital more accessible, enabling entrepreneurs, investors and legal advisors to navigate the landscape with greater confidence and understanding, ultimately supporting the development of a more unified and dynamic European venture capital market.