The role of legal counsel in series A investment rounds

The role of legal counsel in series A investment rounds

21 September 2021 By Jerome Doraisamy

Reflecting on the first funding round undertaken by profit-for-purpose company Who Gives A Crap, Kate Sherburn spoke with Lawyers Weekly about lessons learned for in-house lawyers supporting their businesses in such transactions.

Last week, Lawyers Weekly reported that Who Gives A Crap, which manufactures toilet paper and other paper products and donates 50 per cent of its profits to projects that provide clean water, toilets, and sanitation products in developing economies had been advised by global law firm Herbert Smith Freehills on its $41.5 million Series A investment round, led by venture capital firm Verlinvest.

Commenting about the investment round, HSF co-lead partner Elizabeth Henderson said: “Who Gives A Crap is a phenomenal business that is defining the model for the private sector driving social impact. Many people aren’t aware that something as basic as plumbing is actually critical to economic development”.

Speaking to Lawyers Weekly post-funding, Who Gives A Crap legal beagle Kate Sherburn (pictured) explained that the company’s purpose – to ensure that everyone on earth has access to a toilet and safe water – had been the driving force behind the seeking of capital.

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“Up until this raise, we’d been bootstrapped,” she explained.

“This is pretty unusual for a high-growth start-up in today’s market, especially when you’re donating half of your profits each year. This funding will help us to accelerate our growth and the rate at which we can create impact, which is something we’re incredibly excited about!”

Ms Sherburn’s role in the process, she detailed, was to manage the legal work from her company’s side, which necessarily involved working closely with HSF and with the executive and finance teams “to pull everything together, reviewing documents, co-ordinating aspects of the due diligence and getting documents finalised and signed”.

As the only in-house lawyer for Who Gives A Crap, there are numerous challenges involved in successfully supporting one’s company, Ms Sherburn continued, the biggest being one’s capacity.

“All of the internal legal work filtered through me. It really was a collaborative process and working closely with the business to help share the load. I was also very grateful for all of the prep work I did when I first started, we spent a lot of time in my first six months making sure that all of our documentation was easily accessible and up to date, which really paid off,” she outlined.

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Another challenge she encountered, she went on, was the fact that Who Gives A Crap is a global business.

“Working across numerous time zones meant some interestingly timed phone calls and meetings, while still always making sure I was around for the bedtime routine with my kids,” she said.

When asked what are the key takeaways from funding rounds such as this for legal counsel across the board, Ms Sherburn stressed how essential it is to choose the right partners.

“In a project like this, you work so closely with them and that relationship is critical. The relationship you have with your internal stakeholders is also really relevant. From the Who Gives A Crap side, we all worked really well together in achieving our common goal,” she advised.

“It’s also really important to stay organised. A project like this has to be effectively project managed, otherwise, it can become overwhelming, especially when we were all doing this on top of our BAU work.”

Moreover, she added, collaboration is “absolutely key” and it is fundamental to have a clear path in play from the get-go, “otherwise you could get derailed”.

“Look at it like any other legal work you take on,” Ms Sherburn suggested.

“It might seem huge or overwhelming, but if you break it down, it’s achievable. And it’s definitely worth the hard work, especially if you make time at the end to celebrate.”

The role of legal counsel in series A investment rounds
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