
By Sebastian Woo
Student Caseworker
This month, our Startup Law Clinic is gearing up for a townhall on one of the most exciting and complex topics in the startup world: raising capital. The session will bring together founders, students, and mentors to unpack the legal and strategic questions that come with fundraising.
Although our team hasn’t finalized the presentation yet, preparing for a topic like this invites an early opportunity to think about what “raising capital” really means, not just in financial terms, but in legal, structural, and even entrepreneurial ones.
Why Raising Capital Matters
Some startups reach a point where personal savings and sweat equity are no longer enough. Growth can require outside funding, and that’s where law, strategy, and storytelling intersect. Raising capital isn’t just about getting a cheque; it’s about inviting someone into the ownership and governance of your company.
From a legal perspective, it touches everything: the company’s structure, its shareholder relationships, and its obligations under securities law. From a business perspective, it’s about timing, valuation, and trust. Founders must decide not just how much capital they want to raise, but what kind: equity, debt, convertible preferred shares, or other instruments like SAFEs.
What makes this topic fascinating for my team of law students is that it blends technical knowledge with human judgment. Every funding round requires a balance between ambition and risk tolerance, between giving up control and gaining partners.
Questions I’m Hoping to Explore
Since our townhall preparation is just beginning, I’m approaching this topic with curiosity more than expertise. The questions themselves are often the best place to start:
- What’s the real difference between equity financing and convertible instruments?
- How do securities laws apply to early-stage startups that want to raise small amounts from friends and family?
- And how can legal advisors make these concepts accessible to non-lawyers who just want to build something?
These are the kinds of questions we’ll be exploring as a team, translating legal frameworks into practical information for founders. What excites me most is learning how to move beyond legal jargon to communicate risk in a way that empowers entrepreneurs rather than discourages them.
Preparing for the Townhall
Our preparation process will involve a mix of legal research and real-world translation. Some of us will dig into Canadian securities exemptions, like the accredited investor or friends-and-family exemptions. Others will review investment instruments and startup finance templates from resources such as MaRS Discovery District or Dentons Venture Hub.
We’ll likely spend time role-playing founder–investor conversations, challenging ourselves to explain rules of the road such as “prospectus requirements” or “liabilities for misrepresentation” in plain English. That, in many ways, is the real skill we’re trying to build, bridging the gap between legal precision and entrepreneurial reality.
Preparing for a presentation like this is also an exercise in empathy. It forces us to see the world through the founder’s eyes: the excitement, the urgency, and sometimes the confusion that comes with early-stage financing.
Reflections
Even before I’ve drafted a single slide, this topic has already reminded me that good legal support is more than a safeguard. When founders understand their options and obligations, they can negotiate confidently, build sustainable cap tables, and attract investors who share their vision.
Raising capital is a legal event and a moment of growth and alignment. As a law student, being part of that conversation, even in a small way, feels like the perfect intersection of law, business, and purpose.
I’m looking forward to diving deeper into the details, learning from mentors and peers, and hopefully contributing to a discussion that helps early-stage founders see fundraising not as a hurdle, but as an inflection point in building something durable.
