No silos
Tax, IP and cap table are considered together. Your ESOP matches your tax ruling, and your IP matches your organizational structure.
Legal Debt Calculator
Every missing IP assignment, unclear cap table or unresolved ESOP tax issue can become legal debt. It often becomes more expensive to resolve before a Series A round or an exit.
- Quantify cleanup costs. See the CHF cost before it hits your cashflow.
- Calculate the valuation haircut. Estimate the exit discount investors will demand.
- Compare strategic vs. reactive. The cost curve shows what proactive counsel can save.
Pick the shortcuts you recognize, set your target valuation and see three estimates instantly: the cleanup costs, the discount investors and buyers will demand, and the difference between fixing things reactively and building them right from the start.
Target valuation
Estimated exit size (CHF)
CHF 10M
Drag to adjust
1M50M100M
This list is not exhaustive. Every startup has a unique setup that may require additional documentation not listed here. The figures shown are based on EMBARK.LAW's experience and will vary from startup to startup. This is an orientation, not a substitute for a full legal audit.
Cleanup costs
CHF 0
Immediate out-of-pocket cash required
Impact on valuation
CHF 0
Loss at exit (0% reduction)
The cost curve
The rising cost of reactive fixes compared with a stable strategic structure.
Reactive pathProactive path
The CFO's checklist
Legal debt becomes more expensive
What costs CHF 0 today may cost CHF 1M+ at exit. See how each open issue can develop across your company's lifecycle.
01 Lacking IP chain
- Seed phase
- Verbal handshakes. CHF 0.
- Series A/B
- CHF 25k+ for retrospective developer signatures
- Exit / M&A
- Buyer may walk away
02 ESOP tax compliance
- Seed phase
- "Fix it later." CHF 0.
- Series A/B
- CHF 15k+ for urgent tax remediation
- Exit / M&A
- Up to 40% tax exposure for the team
03 Messy cap table
- Seed phase
- "Fix it later." CHF 0.
- Series A/B
- CHF 20k+ for legal cleanup
- Exit / M&A
- Exit may be blocked by a former shareholder
04 Pseudo-freelancing
- Seed phase
- Simple contract template. CHF 0.
- Series A/B
- CHF 100k+ AHV back-payments
- Exit / M&A
- Board personal liability
05 Weak contract framework
- Seed phase
- Copy-paste / ChatGPT contracts. CHF 0.
- Series A/B
- Enterprise churn + litigation costs
- Exit / M&A
- Massive escrows & indemnity traps
06 Data protection compliance gaps
- Seed phase
- Ignoring DSG. No privacy policy. CHF 0.
- Series A/B
- Compliance penalties + B2B trust loss
- Exit / M&A
- Exit price cut + liability breach penalties
07 Corporate housekeeping
- Seed phase
- Verbal approvals. CHF 0.
- Series A/B
- CHF 15k+ minute reconstruction + investor friction
- Exit / M&A
- Past resolutions challenged, deal at risk
08 Convertible note chaos
- Seed phase
- Multiple conflicting notes. CHF 0.
- Series A/B
- CHF 15k+ cleanup + unexpected dilution
- Exit / M&A
- Conflicting terms may prevent investment
09 Regulatory compliance
- Seed phase
- Unnoticed gaps. CHF 0.
- Series A/B
- CHF 80k+ fines + license remediation
- Exit / M&A
- Regulatory issues may delay or prevent the deal
How we work
The strategic layer
We help make legal a practical foundation for growth, financing and exit, resolving issues early instead of turning them into a cleanup project before a transaction.
Proactive valuation protection
Continuous legal hygiene: we identify and resolve potential issues before they become more expensive.
Data room hardening
We build your exit data room from day one, so due diligence finds a well-prepared company instead of a cleanup project.
Ready for the next step?
Tell us about your plans. We'll get back to you asap with an initial assessment and a meeting proposal.
Email us