EPOS (Easy Prepayment on Shares) introduced as convertible light for Dutch seed financing deals

Early stage investment rounds in Dutch startups are structured more and more via convertible loans instead of equity nowadays. The main reasons to opt for a convertible instead of equity are that convertibles tend to be faster and cheaper than equity deals and that discussions on the valuation can be postponed (which is usually mainly favorable to the founders since they appreciate not yet having to negotiate on the valuation of the company with an often still far from complete team, an unfinished product and hardly enviable levels of traction). The investment will initially be structured as a regular loan and will only convert into shares at a future qualified investment, against the then applicable valuation (with a discount for the converting investor and usually a conversion cap to protect the converting investor). Read more


Good/bad leaver provisions are commonplace in shareholders’ agreements. They are often the topic of much discussion between the parties. The part on execution and performance of the provision is sometimes somewhat overlooked. In this blogpost I will focus on the leaver in case of death. Read more

All You Need To Know About Liquidation Preferences

A standard clause in every venture capital termsheet is about liquidation preferences. This blogpost explains how liquidation preferences work in practice, what forms of liquidation preferences exist, and what’s commonly used in the Dutch venture capital market place. Read more

Capital Waters Convertible v2.0

Since the launch of our Capital Waters convertible loan agreement in April last year we have received a lot of much appreciated feedback from our user base, for which a big thank you! Read more

How to deal with confidential information and NDA’s

Startup founders very often find themselves in a dilemma, when discussing their idea or solution in early stages. What if someone copies my idea or plans? How do I protect the sensitive information and still interest customers and investors for my plans. We will share some thoughts and market practises in this blog post, that also marks the availability of a Capital Waters standard for an NDA online. Read more

Startups benefit from employee participation

Most startups cannot offer their employees a good salary. What they can do is offer shares. Unfortunately, Dutch startups that offer shares to employees as part of their salary face severe tax issues. These issues should be removed by the Dutch government. Every startup below a certain level of funding and turnover should be able to have its employees participate freely without adverse tax consequences. This would promote the startup climate in the Netherlands enormously. Read more

Incorporation of a legal entity for a startup

Today, we provide you with a shareholders agreement for founders incorporating a Dutch B.V. in the pre-investment phase, before business angels or VCs come into play. The Startup shareholders agreement can be downloaded here, available in Dutch or English. Read more

Updated investment documents are online

We are very happy to inform you of some exciting developments! These concern, among other things, various new documents and a Capital Waters event planned on the 19th of June. Read more

Documents for Angel investment are online

Since the launch of Capital Waters mid-November 2013 we have received an overwhelming amount of positive reactions on our initiative. We were happy to see that many people endorsed our vision of making a standardized set of investment documents publicly available for use in early stage transactions. We thank you for your comments and reactions and encourage you to keep sending us feedback on this initiative and the model documents itself. Read more