The venture capital market in Spain has reached a sufficient level of maturity to require a more precise analysis of how financing rounds are structured, negotiated and executed across their different stages.
Discussing Series A, B and C is no longer simply a matter of identifying stages of growth. It means understanding dynamics in which business strategy, investor expectations and legal structures converge, decisively shaping the company’s future development, and, in particular, the allocation of value in a potential liquidity scenario.
From validation to leadership: three moments with distinct logics
Series A marks the transition from validation to scalability. The company has demonstrated product-market fit, has commercial traction and seeks capital to grow, with a particular focus on sales, marketing and initial expansion.
In Series B, the model is no longer in a testing phase. The company is executing on a validated base and growing with more sophisticated metrics: annual recurring revenue (ARR), net revenue retention (NRR), customer acquisition efficiency (CAC/LTV) or contribution margins. Expansion into new markets and the strengthening of the management team are also milestones typical of this stage.
In Series C and subsequent rounds, the focus shifts again. The priority becomes strengthening market leadership and preparing the path towards a liquidity event, whether through a sale or an IPO. The entry of growth equity funds is common, as are secondary transactions and structures more oriented towards the exit.
A different environment: greater discipline and new requirements
The cycle shift experienced in recent years has clearly changed investor expectations. Compared with a previous stage focused on growth, today a greater balance between growth and efficiency is required.
In practice, this translates into the need to demonstrate consistency in metrics, efficient use of capital, financial visibility and real execution capability. Indicators such as the Rule of 40, which combines growth rate and profitability margin, have become common references in due diligence processes. Many companies that previously would have easily accessed a Series B or C now need to build a stronger narrative, supported by data.
The real negotiation: beyond valuation
Focusing negotiation solely on valuation is an incomplete approach. In these types of rounds, economic and legal terms can have a decisive impact on the outcome.
Clauses such as liquidation preference, exit regimes, anti-dilution or veto rights directly influence how value is allocated in a sale scenario and who makes key decisions. The distinction between participating and non-participating liquidation preferences, or between full ratchet and broad-based weighted average anti-dilution mechanisms, can have very significant economic consequences for founders. These decisions affect both control and the level of dilution.
Although market standards exist, their specific application depends on the context, market timing and the bargaining power of the parties.
The cap table as a strategic tool
As the company progresses through its financing cycle, the cap table stops being a static snapshot and becomes an element that requires active management.
The coexistence of different classes of shares, preferential economic rights and investor profiles with different time horizons can generate tensions at key moments, especially when drag-along or tag-along rights are triggered. In this context, secondary transactions are gaining relevance: they make it possible to provide liquidity to early investors, simplify the shareholding structure and align incentives ahead of subsequent rounds or a sale process.
The role of legal advice
Growth rounds are not merely documentary processes. Every decision made during the negotiation has long-term economic and corporate governance implications.
Good legal advice involves understanding the rationale of the transaction, anticipating scenarios and supporting the client in decision-making with independent judgement. In an increasingly demanding and competitive market, that analytical capability is what makes it possible to structure a round solidly and preserve the value created.
About Across Legal
Across Legal is a firm specialized in advising on M&A and venture capital, with a focus on emerging companies, scaleups and investors.
We support our clients through all stages of growth, from the earliest rounds to exit transactions, combining legal rigor, deep market knowledge and a strategic approach.
We work closely with founders and funds to structure complex transactions, anticipate risks and maximize long-term value creation.
If you are preparing a financing round, evaluating an investment or structuring a growth process, we would be pleased to help you.
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