Contrato de mútuo conversível em participação societária como instrumento de mitigação de riscos para investimento em startups em estágio inicial

Abstract

The growing digital economy originates a new era of exponential growth tech based companies. These companies, so-called startups, tend to disrupt the logic of traditional markets, threaten well-established companies and achieve high profits in the long term, which attracts the attention of many venture capitalists. In order to expand their businesses, startups need alternative sources of funding and that demands more flexible and versatile legal instruments than those that operate traditional funding. Among the main legal instruments that make startups fundraising possible, this paper aims to analyze: I) equity purchase option; II) convertible debt; III) partnership agreement (complementary law nº 155/2016). This research, using an exploratory and qualitative method, defines each instrument, outlining the different impacts that they will have on startup fundraising. Furthermore, the paper analyzes the hybrid and complex legal nature of the convertible debt, demonstrating the reason for its most recurrent clauses being assertive for the financing of venture projects, which also explains its large adoption by investors and entrepreneurs.