Inside the Deal: How Rebels Started Investing in Vekta’s First Venture
Getting early stage investment is often a defining moment for a young tech company. Beyond the title test, the legal framework established in this section can create governance, investor rights and flexible fundraising environments for years to come. Getting those basics right requires careful negotiation between founders who want the freedom to operate and investors who want the right protection.
Brazilian edtech venture Vekta recently completed an investment round designed to support its next phase of growth. The project required governance and a capital structure capable of handling the capital of the institution while preserving the business viability of the newly launched business.
In this interview, Rui Carneiro Sampaio of Carneiro Sampaio & Schmitt Advogados discusses the legal work behind the transaction, including management design for emerging companies, the balance between investor protection and founder control, and structural considerations that influence future funding rounds.
When Vekta was preparing for this investment, what structural issues needed to be resolved before bringing in external funding?
Although Vekta is a small company, it was founded by experienced entrepreneurs who have previously built and successfully exited large-scale businesses within the Brazilian edtech ecosystem. That background means that the company was conceived with a mature architectural mindset from day one.
By the time the investment negotiations were underway, there was a strong alignment between the founders and the fund, both strategically and culturally. As a result, the legal profession did not require restructuring, but rather the development of governance and capital structure to better accommodate institutional investors.
For many start-up companies, consultants must address structural deficiencies. In this case, the company was well organized from the beginning. Our role was to ensure that the existing framework was strong and ready for investment.
Advising a growth-stage company often requires balancing the capital and control needs of the founder. Where did that balance become most fragile in this transaction?
There is always a tension between finance and control. Investors rightly want to protect their investment, while founders need enough independence to run and grow the business.
The softest point in sales of this type is usually in the handling of equipment and reserved matters. Our role was to design a framework where investor protection does not translate into operational impairment.
The intention was never to directly oppose the regulatory provisions, but to balance them carefully, to ensure that the investor’s disadvantage is protected while preserving the founders’ entrepreneurial intelligence and decision-making power.
How do you look at the management system in a business that is just starting to be launched but is already attracting institutional capital?
Management in emerging companies must be balanced and scalable.
We have created a management model that introduces transparency, reporting discipline, and strategic oversight without imposing a formal structure that does not fit the company during the launch.
Institutional funding needs to be predictable. However, predictability does not mean certainty. The key was to use methods that would be effective at this stage while still being flexible for future growth cycles. Therefore, governance was designed not only for the present, but for the company Vekta is expected to become.
Were there any terms proposed by the investor that required careful discussion from the company’s perspective?
In business, economic terms are rarely the only critical areas. Liquidation preferences, anti-dilution protections, and reserved matters tend to have a longer-term structural impact than subject equity.
Even well-intentioned investor protections can create distortions in subsequent rounds if they are not balanced. Our priority was to ensure that investor protection measures were balanced against founders’ need for operational independence and flexibility for future fundraising.
The focus was on scaling, protecting capital without compromising the company’s ability to scale or attract future institutional investors.
In early technology businesses, intellectual property and founder alignment can be pressure points. Are there any highlights from this cycle?
In technology-driven businesses, intellectual property remains central. Vekta’s model combines proprietary technology with sophisticated marketing intelligence, making IP integrity very important from an investor’s perspective.
In this transaction, there was already strict guidance regarding the ownership and distribution of intellectual property in the company, which greatly simplified the process. Ensuring that all important assets are properly allocated to the business has strengthened the confidence of investors.
Founder alignment was equally important. The previous experience of the founders and the association contributed greatly 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 the institution’s first significant investment sets the right precedent for future rounds?
The first cycle of the institution establishes the structural DNA of the company’s capital structure.
If rights are overly aggressive or poorly measured, they may disappoint future investors or create unnecessary complexity in subsequent rounds. Conversely, a well-planned initial investment creates a clean and reliable foundation for Series A and beyond.
In advising on such transactions, we analyze not only the immediate impact of each offer, but how those offers will interact with future capital increases. Future proof is important.
From a negotiation point of view, what tends to matter more in activities like this—measuring devices or regulatory provisions?
Although moderation often gets the most attention, regulatory arrangements often have a greater long-term impact.
Equilibrium defines the economy of intervention. Administrative rights, closing preferences, anti-dilution clauses, and exit mechanisms ultimately define the outcomes. Experienced developers are increasingly realizing that seemingly attractive valuations can be materially compromised by aggressive security measures. Real conversations tend to dwell on the structure rather than the topic number.
Based on this experience, do you see Brazilian tech innovators better prepared for formal business negotiations than in previous cycles?
Yes, remarkably so.
Brazil’s tech ecosystem has grown exponentially. Founders today are more familiar with business terms, dilution dynamics, management standards, and institutional expectations than in previous cycles.
However, the understanding of terms is different from the expectation of long-term structural results. That remains an area where experienced legal advisors continue to play a decisive role, translating market trends into sustainable business development.
