Our Managing Partner Erdem Mümtaz Hacıpaşaoğlu joined a Hukuk Akademisi webinar dedicated to U.S. investment and the legal realities for Turkish startups — a session designed for founders preparing to take their first institutional U.S. round and for legal practitioners advising them.
The central thesis of the webinar was clear: raising from U.S. investors is not a question of “finding the money” — it is a question of presenting the company in a structure that U.S. investors can underwrite without negotiating around three or four structural mismatches, and the founders who anchor that structure early are the ones who close cleanly.
The U.S. investor’s checklist
Mümtaz walked through what a typical U.S. early-stage investor looks for before issuing a term sheet: a clean Delaware (or equivalent) holding entity, a clean cap table, complete founder IP assignments, vested founder equity, a documented set of prior fundraising instruments (SAFEs, convertible notes), 83(b) elections filed where applicable, and an unambiguous chain of ownership in the underlying Turkish operating entity.
The Flip and its alternatives
The session covered the most common structures Turkish founders use to access U.S. capital: the Delaware flip, the parallel U.S. holding-Turkish operating company structure, and SAFE-only arrangements without a flip. Each carries different cost, tax and complexity implications — and the right choice depends on the company’s revenue geography and investor base.
What founders most often miss
Closing the webinar, Mümtaz returned to the practical mistakes he sees most often: signing SAFEs at the Turkish entity rather than the holding, missing 83(b) elections, signing IP assignments that don’t cleanly transfer prior personal work, and using off-the-shelf vesting that doesn’t survive a U.S. lawyer’s diligence read.
