Record side deals clearly before your round closes

A side letter is usually useful when a particular investor has negotiated rights that are not meant to apply to everyone in the round. That might include extra reporting, board observer access, information rights, consent rights or a bespoke arrangement around future participation. Instead of rewriting the whole investment set, the side letter records that separate deal in one place. It also helps show whether those special rights sit consistently with the subscription agreement, shareholders arrangements and other closing documents already in play.

Common examples include enhanced information rights, regular reporting obligations, board observer rights, reserved matter consent rights, pro rata participation wording, confidentiality obligations, or investor-specific conditions that only apply to one party. Sometimes a side letter also clarifies how a right will operate in practice, such as what reports are provided and how often. The exact drafting depends on what has actually been agreed during the raise and whether the special term could conflict with rights already granted to other investors or founders.

It is commonly used by founders running an angel round, companies with one or two investors asking for additional rights, and investors who want their negotiated position recorded properly. It can also help where a lead investor term has been agreed informally over email but has not yet been reflected in the transaction documents. If you only need a narrow advice call on investor rights generally, another service may fit better. This page is aimed at the side letter itself and the practical issues around getting that document ready for closing.

Sometimes that is the better approach, but not always. If the extra rights are only meant for one investor, putting them in the main agreement can make the round documents harder to read and may accidentally suggest those rights apply more broadly. A side letter can be a cleaner way to isolate investor-specific arrangements while preserving the main deal structure. The legal point to watch is consistency. If the side letter cuts across the constitution, subscription terms or shareholder rights, that tension should be addressed before signing rather than left to interpretation later.

If you already have a term sheet, subscription agreement, shareholders agreement or a draft side letter, we can review those materials and work from the existing deal position. That usually helps identify whether the side letter is adding something genuinely separate or repeating terms already covered elsewhere. We will then draft or mark up the side letter based on your instructions and the transaction documents provided. Timing depends on how settled the commercial terms are and whether other parties are still negotiating changes during the round.

Just submit an enquiry via this page or click the 'get started' button on our website to submit an enquiry. After you've submitted an enquiry, one of our legal consultants will review your enquiry within 1 business day and get in touch to get a better idea of exactly what you are looking for.

Then your legal consultant will send through an email with a bit more information about the services you need, along with a fixed fee quote setting out costs, scope of the service and timing. Have a read through it, and if you're happy with the scope, you can accept and sign our engagement letter online - easy!

Once you've formally accepted, we'll connect you with a specialist lawyer and they will work with you to complete your project. They will contact you by email or phone if they need to get in touch.

Sprintlaw works on fixed-fee pricing wherever possible, so you can review the scope and cost before you decide whether to proceed. For the Angel Investor Side Letter service, pricing starts from $900.00.

After you enquire, a legal consultant will confirm what is included, the expected timing and whether any extra work is needed before you engage us.

We operate completely online, which means we can help you wherever you are in New Zealand. We have office spaces in Sydney, and in Melbourne, but our use of technology allows our team members to work remotely from around the world. Our legal team are mostly based in Sydney, Melbourne, Brisbane and Perth. We also have a London office for Sprintlaw UK.

Our legal team is made up of experienced lawyers, who are specialists in various areas of law and hold an Australian legal practising certificate. None of our Sprintlaw lawyers are New Zealand qualified lawyers and they do not currently hold a New Zealand practising certificate.

They provide legal services working remotely from Australia via our 'legal consultancy' model, through which (under section 6 and section 35 of the New Zealand Lawyers and Conveyancers Act 2006) our Australian legal team are permitted to provide legal services to New Zealand businesses provided they do not provide services in certain 'reserved' areas of law. You can read our FAQ page to learn a bit more about our 'legal consultancy' model.

Given the strong similarities between Australian and New Zealand law, and the areas of law in which we practice (being small business and startup law), we do not view the fact that our lawyers have not qualified in New Zealand as having any substantive impact on the quality of our service. We are committed to ensuring that we provide high quality, affordable legal services to all our New Zealand clients.

Our legal team have all trained at leading firms, but have left the traditional corporate law world to join us on our mission to create a new and better way of delivering legal services. They have specialist expertise in technology law, intellectual property law, contract drafting and review, corporate law and commercial law.