SAFE / Convertible Note Review — Guide

Understand what that SAFE or convertible note actually costs your company

SAFEs and convertible notes look simple on the first page and turn nasty in the conversion mechanics, valuation caps, discount rates, most-favoured-nation clauses, and maturity date triggers. A poorly-reviewed instrument can cost Irish founders 10 to 20 percentage points of equity they never saw coming. This review tells you exactly what you are agreeing to — in plain language, with a numeric dilution model — before you sign.

Read the guide (free)

What is included

• Full legal review of the SAFE or convertible note agreement
• Plain-English explanation of every material clause
• Valuation cap and discount rate interpretation
• Most-favoured-nation clause analysis
• Maturity date and default conversion mechanics
• Numeric dilution model showing impact on cap table at likely conversion scenarios
• Written report of issues and recommended negotiation points
• 30-minute debrief call with the founder

Who this is for

Irish founders being offered a SAFE, convertible note, or similar deferred-equity instrument by angels, accelerators, or early-stage investors. Also used by founders issuing their own SAFE template to make sure it is safe to put in front of investors.

Process

1. Purchase — not currently available.
2. Upload the proposed SAFE / note plus your current cap table and constitution.
3. Review — 5 working days.
4. Written report + debrief call.

Related services

Also consider: Cap Table Legal Health Check, Investment Readiness Legal Pack, Founder Shareholders Agreement.

Frequently asked questions

What is a SAFE and how is it used in Ireland?

A SAFE (Simple Agreement for Future Equity) is a US-origin instrument that gives an investor the right to shares at a future priced round, usually with a valuation cap and/or discount. Irish startups increasingly see SAFEs offered by international angels and accelerators. Irish law treats them as contracts to issue future shares, and they convert into ordinary or preferred shares at the trigger event.

What is a valuation cap and why does it matter?

The valuation cap sets the maximum company valuation at which the investor’s money converts. If you raise at a higher valuation, the investor effectively buys at the cap valuation — meaning they get more shares than the cash alone would buy at market price. A low cap is dilutive to founders. The review shows you exactly how dilutive in your specific cap table.

What is a discount rate?

A discount (usually 15-25%) reduces the price the investor pays at the future priced round. Often layered with a valuation cap — the investor gets whichever is better for them. The review flags any discount and models the combined effect.

Is a convertible note the same as a SAFE?

Similar but not identical. A convertible note is a debt instrument that converts to equity — it accrues interest and has a maturity date. A SAFE is not debt, has no maturity, and no interest. The key risk in convertibles is the maturity default — what happens if the trigger event does not occur before maturity.

How much is too much to concede on a SAFE?

This page is a free guide — nothing on it is for sale. Solicitors set their own fees for this work and must give you a written costs estimate (a section 150 letter) before starting. Get quotes through the Law Society of Ireland’s Find a Solicitor directory.

Do you negotiate on our behalf?

This product is review only. If you want a solicitor to negotiate, that is usually a separate engagement after the review, at a fee that depends on complexity.

Read the guide (free)

If you would like to be told when solicitor services are available again on this site, you can join our no-fee waiting list. To instruct a solicitor now, use the Law Society of Ireland’s Find a Solicitor directory.