Capital structuring: build a capital base that scales

Structure determines strength

Your capital structure isn't just an accounting line; it's the foundation of your company's resilience and negotiation power. Whether you're raising funds, acquiring a target, or preparing for exit, how your equity, debt, and governance are structured defines what flexibility you have and what control you keep.

At dups, we design and optimize capital structures that support both growth and liquidity. We align your financial model, shareholder setup, and legal framework into one coherent architecture: efficient, scalable, and transaction-ready. Because in every deal, structure drives value.

Why capital structuring matters

Many companies underestimate how much capital structure shapes outcomes. Too much dilution, unclear convertibles, or unbalanced debt can block future rounds, complicate governance, or reduce value at exit.

Good structuring avoids that. It allows you to raise capital without losing control, combine equity and debt intelligently, keep future investors confident and onboard, and ensure liquidity events (M&A, secondary, IPO) remain clean and predictable. We make sure your capital structure isn't just functional; it's strategically engineered.

Our approach to capital structuring

1. Diagnostic and capital mapping

We start with a complete review of your current setup: ownership, financing instruments, governance, and existing obligations. We identify potential weaknesses (excessive dilution, unclear investor rights, or inefficient debt layers) and benchmark them against your growth or transaction objectives.

This diagnostic gives you a clear map of your capital base and a practical roadmap for improvement.

2. Strategic structuring and scenario design

Based on your goals (fundraising, acquisition, or recapitalization), we model different structures: equity-only (share classes, founder protection, investor rights), convertible instruments (notes, SAFEs, mezzanine, hybrid securities), and debt layers (senior, subordinated, venture debt, or vendor loans).

We simulate financial, governance, and legal impacts for each configuration, so you can choose the mix that maximizes flexibility while preserving control.

3. Legal and financial integration

Capital structuring sits at the crossroads of law and finance. That's why our legal and financial teams work together, ensuring your shareholder agreements, investment documents, and financial model stay perfectly aligned.

We make sure governance reflects ownership and risk distribution, rights and obligations are balanced across instruments, and your structure remains investor-friendly but founder-safe. No disconnects between what's signed, financed, and projected.

4. Implementation and ongoing optimization

We support execution: drafting or reviewing investment documents, coordinating with investors, and managing capital events (issuances, conversions, restructurings). Once the structure is live, we monitor it through future rounds or transactions, ensuring every new move strengthens your position, not weakens it.

Our role doesn't end at design; it extends to long-term coherence.

What makes dups different

At dups, we view capital structuring as a strategic instrument, not an administrative process. Our dual perspective (legal precision and financial modeling) ensures every structural choice supports your growth and your exit.

We've advised founders, investors, and acquirers across multiple stages, so we know what works in theory and what holds up in negotiation. We bridge the gap between corporate finance and legal execution, keeping the full picture in view: value, control, scalability, and timing.

Deliverables you can expect

We deliver a complete, actionable capital structuring package, including:

• Capital structure audit and diagnostic report
• Financial and dilution modeling
• Equity, debt, and convertible mix scenarios
• Governance and shareholder rights framework
• Implementation support (legal docs and investor coordination)
• Post-round or post-deal optimization plan

Each deliverable is clear, data-backed, and built for real-world execution.