Venture Capital & Emerging Companies

Ellex Raida provides counsel to venture capital funds, angel investors, investment syndicates and business accelerators in connection with their fundraising, governance and investments. We are experienced in structuring financing deals, conducting due diligence, preparing, reviewing and negotiating term sheets, investment and shareholders’ agreements and counselling on related matters, such as taxation, employment and intellectual property. We represent investors in all investment phases, including pre-seed, seed and Series A and are experienced in a wide range of financing structures, including straight equity, convertible notes, bridge loans etc.
We advise clients in fund formation, including identifying appropriate structures, preparing, reviewing and negotiating fund terms and limited partnership agreements, advising on governance and compliance and handling relations with financial supervision authorities and venture capital companies.
We understand the unique legal needs of startup companies and have adopted best practices suited to meet those needs in a pragmatic and cost-effective manner. We leverage the experience of our attorneys across all practice areas and assist emerging companies throughout their entire life cycle from company formation and founders’ agreements, early stage financings, employment, IP and tax matters, option programs and flips to eventual exits.  
Our aim is to keep current on best market practices and emerging industry trends. We have a long-term cooperation with Estonian Private Equity and Venture Capital Association, FinanceEstonia, Startup Estonia and other industry organizations. 
Participation in legislation:
Investment Funds Act
Commercial Code
Income Tax Act

Antti Perli


+ 372 640 7170

Merlin Liis


+ 372 640 7170

Alla Kuznetsova

Senior Associate

+ 372 640 7170

Hanna Pahk

Senior Associate

+372 640 7170

Dmitri Rozenblat

Tax Counsel

+372 640 7170

Priit Pruks


+372 640 7170

Key projects in the field

We led the preparation of the updated versions of Startup Estonia model legal documents for startups and investors
Startup Estonia and Estonia's leading law firms have prepared updated versions of model documents for start-ups and its investors.
The model document package comprises a total of 22 key agreements and other legal documents that start-ups and investors need most in the beginning. The sample documents are free for downloading to everyone.
The package includes agreements between the founders of the company, investment related agreements as well as employment and option agreements, and model intellectual property transfer agreement and a confidentiality agreement.
Ellex Raidla’s counsel Antti Perli, who led the working group preparing the documents, commented on the updates as follows: “All important documents now include comments that should make it easier for the company to make choices and understand more complex terms. A cap table has been added, which allows the company to test how the shareholdings of founders, employees and investors change in the course of investments. A new document is the Estonian version of SAFE, a simple and company-friendly agreement for raising investments that has become popular in the United States. The investment agreements are now structured in such a way that they can be used not only in the seed phase but also later in the A-series phase. Previously, there was only an English version of the articles of association of the private limited company, now we have also added an Estonian version, which can be submitted to the Commercial Register.”
The documents have been drafted by law firms Ellex Raidla, Cobalt, Eversheds Sutherland, TGS Baltic, Hedman Partners, Sorainen, Fort Legal, Triniti and Njord.
The package of documents is available to download free of charge on Startup Estonia’s website.
Watch also the introductory video clip.
We advised Tera Ventures in a $1.7 million seed round raised by Transformative AI
We advised Tera Ventures in a $1.7 million seed round raised by Transformative AI that is developing software for predicting sudden cardiac arrest.
Transformative’s first patented technology predicts sudden cardiac arrest by analyzing data from patient monitoring devices that are standard in hospitals. Transformative will use its seed funding to obtain FDA clearance for its first product and to begin developing technologies that predict other life-threatening conditions, according to Josh Oppenheimer, MD, MBA, the company’s co-founder and CEO and a practicing emergency medicine physician.
Transformative is a medical software company operating in the US, the UK, and Estonia. Its predictive patient monitoring software identifies patients at imminent risk of life-threatening medical events, enabling preventive care. Its first patented technology predicts in-hospital sudden cardiac arrest.
Tera Ventures is a venture capital firm based in Tallinn, Estonia and focused on exceptional founders from Estonia, Scandinavia and CEE disrupting digital space globally. Tera builds presence and networks in the markets where our portfolio companies want to expand to – the UK, the US, and Asia. With presence in Estonia, Finland, and California, Tera Ventures is supported by a global advisory network and provides portfolio companies with access to expertise and hands-on support necessary to grow from seed stage to successful exit.
Read more HERE.
We advised Tera Ventures in a seed funding round raised by Botguard
We advised Tera Ventures in a seed funding round raised by Botguard that is developing cloud-based website protection software.