A seminar in Milan on shaping the future of venture capital: the IBA White Paper on pan-European model clauses for Series A investments

Isabel Gandoy
Cuatrecasas, Barcelona
isabel.gandoy@cuatrecasas.com

Antonia Verna
Portolano Cavallo Studio Legale, Milan
averna@portolano.it

Emma Dansbo
Cirio, Stockholm
emma.dansbo@cirio.se

On 21 May 2025, Milan became the focal point for the European venture capital community as Portolano Cavallo, led by Antonia Verna, hosted a landmark seminar dedicated to the presentation of the International Bar Association’s (IBA) Lean Documents Project and its accompanying White Paper.

The event, held at Portolano Cavallo’s offices in Piazza Borromeo, was organised in collaboration with the Italian Tech Alliance and InnovUp, an Italian innovation and start-up ecosystem, and brought together leading venture capital lawyers, investors and start-up founders from across Europe.

The IBA Lean Documents Project represents a multi-year, pan-European initiative aimed at creating standardised model clauses for early-stage equity cross-border investment agreements. Supported by the IBA European Regional Forum and the IBA Closely Held Companies Committee, the project has engaged over 180 experienced venture capital lawyers from a wide array of EU jurisdictions.

The goal was to facilitate cross-border investments by providing clear, balanced and widely accepted legal templates for Series A and early-stage financings.

The IBA Lean Documents Project represents a significant step forward in facilitating cross-border investments in Europe. By standardising key contractual provisions and promoting legal harmonisation, the project aims to create a more attractive and accessible environment for early-stage venture capital investments. This initiative not only benefits investors and start-ups, but also contributes to the growth and development of the European venture capital ecosystem.

The seminar was structured into two main sessions, each designed to address both the technical and practical aspects of cross-border venture capital transactions, as follows:

• The first session involved a presentation of the Lean Documents Project. Moderated by Marco A Rizzi from Bratschi, Antonia Verna and Jens Wenzel from Hengeler, the opening session provided a comprehensive overview of the Lean Documents Project’s genesis, objectives and development phases. The moderators introduced the project’s rationale and the collaborative drafting process, which involved clause coordinators and country-specific working groups. Different key model clauses were discussed, covering essential topics such as warranties, board composition, lock-up and pre-emptive rights, exit strategies, tag-along/drag-along rights, liquidation preferences and anti-dilution protections.

• The second session focused on practical experiences of cross-border venture capital deals. The second session shifted focus to the real-world challenges faced by Italian start-ups and venture capital investors during cross-border Series A negotiations. Moderated by Luca Gambini from Portolano Cavallo, the panel included testimonials from Marco Di Miceli from Neva SGR, Gabriele Grecchi from KLISBio and Celeste Mastria from 360 Capital. The panellists recounted the complexities of aligning deal terms, overcoming jurisdictional mismatches and managing cultural differences during negotiations with international counterparties. The discussion also explored the potential of standardised model clauses to bridge legal and cultural gaps, ultimately supporting the growth of the European venture capital ecosystem.

The event concluded with a networking cocktail, providing participants with further opportunities to exchange ideas and strengthen professional ties, marking another significant milestone in the journey toward a unified European venture capital framework.