Why 'We're still finalising legal' is a Red Flag (Even With a Good Pitch).

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December 15, 2025

by a searcher from Auckland University of Technology in Auckland, New Zealand

I recently spoke with a first-time searcher who had flown over from Australia for the holidays. He was clearly thoughtful and serious, but most of his energy was going into pitch quality: refining messaging, thinking about how he would position his search to investors, and polishing how he’d come across on calls. At one point I asked a simple question: “Do you already have your legal structure set up?” He said no. The plan was to sort legal after pitching investors. I told him, fairly directly, that I thought he had the sequencing backwards. My view is that first-time searchers often over-index on persuasion risk and under-index on execution risk. Pitch quality matters, but investors tend to care far more about whether a search is actually investable than whether it is eloquently described. An average pitch with legal already established is more compelling than a flawless pitch with no legal structure in place. Having the legal framework done early does a few important things: 1. It signals seriousness and commitment (this isn’t a “maybe” project). 2. It reduces friction if an investor does want to move forward. 3. It lowers the perceived probability of delays, backtracking, or rework later. Conversely, “we’re still finalising legal” introduces uncertainty at the exact moment you want momentum. For a first-time searcher without a track record, that uncertainty tends to be penalised. My advice to him was simple: take a meaningful portion of the time and effort being spent on pitch optimisation and redirect it toward establishing a robust legal and structural foundation. The ROI on that work is, in my experience, materially higher. None of this is to say pitch quality doesn’t matter. It does. But in a first-time search, sequencing matters more than eloquence. Curious how others approached this trade-off. Particularly whether anyone wished they’d invested earlier in legal and structural readiness before starting investor conversations.
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Reply by a searcher
from University of Oxford in Wellington, New Zealand
I did what your friend is doing. I pitched investors first, got commitments and then did legals. It did create a 2 month delay in closing as the legal process took a while (not fun) but it worked out fine in the end luckily. In hindsight I should have started sooner but pitch quality and building a quality cap table absolutely is the most important thing imho
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