Inside the Deal: How Rebels Ventures Structured Vekta’s First Institutional Investment
Securing a first institutional investment is often a defining moment for a young technology company. Beyond the headline valuation, the legal structure established at this stage can shape governance, investor rights and fundraising flexibility for years to come. Getting those foundations right requires careful negotiation between founders seeking operational freedom and investors looking for appropriate protections.
Brazilian edtech venture Vekta recently completed an investment round designed to support its next phase of growth. The transaction required a governance and capital framework capable of accommodating institutional capital while preserving the entrepreneurial agility of a newly launched business.
In this interview, Rui Carneiro Sampaio of Carneiro Sampaio & Schmitt Advogados discusses the legal work behind the transaction, including governance design in early-stage companies, the balance between investor protections and founder control, and the structural considerations that influence future funding rounds.
When Vekta was preparing for this investment, what were the immediate structural issues that needed to be resolved before bringing in an external fund?
Although Vekta is a young company, it was founded by highly experienced entrepreneurs who had previously built and successfully exited a business of significant scale within the Brazilian edtech ecosystem. That background meant the company was conceived with a mature structural mindset from day one.
By the time the investment discussions progressed, there was already strong alignment between the founders and the fund, both strategically and culturally. As a result, the legal work did not require a structural overhaul, but rather a refinement of governance and capital structure to properly accommodate an institutional investor.
In many early-stage companies, counsel must correct structural deficiencies. In this case, the company had been well organized from inception. Our role was to ensure that the existing framework was formally robust and investment-ready.
Advising the company side of a growth-stage round often requires balancing capital needs with founder control. Where did that balance become most delicate in this transaction?
There is always an inherent tension between capital and control. Investors quite rightly seek to protect their investment, while founders need sufficient autonomy to execute and scale the business.
The most delicate point in transactions of this nature typically lies in governance mechanics and reserved matters. Our role was to design a framework where investor protections did not translate into operational paralysis.
The objective was never to resist control provisions outright, but to calibrate them carefully, ensuring that the investor’s downside was protected while preserving the founders’ entrepreneurial agility and decision-making capacity.
How did you approach governance design in a business that is still at launch stage but already attracting institutional capital?
Governance in early-stage companies must be proportionate and scalable.
We structured a governance model that introduced transparency, reporting discipline, and strategic oversight without imposing a bureaucratic structure incompatible with a company at launch stage.
Institutional capital requires predictability. However, predictability does not mean rigidity. The key was to implement mechanisms that would function effectively at the current stage while remaining adaptable for future growth rounds. Governance, therefore, was designed not only for the present moment, but for the company Vekta is expected to become.
Were there any terms proposed by the investor that required particularly careful negotiation from the company’s perspective?
In venture transactions, economic terms are rarely the only sensitive points. Liquidation preferences, anti-dilution protections, and reserved matters often carry more long-term structural impact than headline valuation.
Even well-intentioned investor protections can create distortions in subsequent rounds if they are not proportionate. Our priority was to ensure that the investor’s protection mechanisms were balanced against the founders’ need for operational autonomy and future fundraising flexibility.
The focus was on equilibrium, protecting the capital being deployed without compromising the company’s capacity to scale or attracting future institutional investors.
In early-stage technology businesses, intellectual property and founder alignment can be pressure points. Did either feature prominently in this round?
In technology-driven businesses, intellectual property is always central. Vekta’s model combines proprietary technology with sophisticated sales intelligence, making IP integrity critical from an investor’s perspective.
In this transaction, there was already strong discipline regarding ownership and assignment of intellectual property to the company, which greatly facilitated the process. Ensuring that all core assets were properly vested in the corporate entity reinforced investor confidence.
Founder alignment was equally important. The founders’ prior experience and cohesion contributed significantly to the overall stability of the transaction. Institutional investors ultimately invest in both the product and the people behind it.
How do you ensure that a first significant institutional investment sets the right precedent for future rounds?
The first institutional round establishes the structural DNA of a company’s capital framework.
If rights are overly aggressive or poorly calibrated, they may discourage future investors or create unnecessary complexity in subsequent rounds. Conversely, a well-structured initial investment creates a clean and credible foundation for Series A and beyond.
In advising on such transactions, we analyze not only the immediate impact of each provision, but how those provisions will interact with future capital raises. Future-proofing is essential.
From a negotiation standpoint, what tends to matter more in transactions like this — valuation mechanics or control provisions?
While valuation often receives the most attention, control provisions typically have greater long-term impact.
Valuation defines entry economics. Governance rights, liquidation preferences, anti-dilution clauses, and exit mechanics ultimately define outcomes. Sophisticated founders increasingly understand that an apparently attractive valuation can be materially offset by aggressive protective provisions. The real negotiation often lies in the structural architecture rather than the headline number.
Based on this experience, are you seeing Brazilian tech founders better prepared for structured venture negotiations than in previous cycles?
Yes, markedly so.
The Brazilian technology ecosystem has matured significantly. Founders today are more familiar with venture terminology, dilution dynamics, governance standards, and institutional expectations than in previous cycles.
However, understanding terminology is different from anticipating long-term structural consequences. That remains the area where experienced legal counsel continues to play a decisive role, translating market practice into sustainable corporate architecture.
