Anneleen Vander Elstraeten

The through-line

Her single recurring claim is that dealmaking looks like arithmetic and is nothing of the sort. "Iedereen denkt altijd dat ondernemen dat dat over é null gaat en dat dat wiskunde is, maar voor mij is dat pure psychologie ondernemen" [2], and the same line resurfaces in the language of acquisitions: "We denken allemaal dat dingen in Excel zitten, maar eigenlijk is het één grote pot psychologie" [1]. Everything else follows from that premise. Deals collapse over a misunderstood word rather than a misvalued asset [2]. Investors behave according to how much of their personal wealth is at stake rather than according to the term sheet [1]. Companies go bankrupt because nobody picked up the phone [2].

The practical corollary, repeated in every register, is that the money and attention are systematically allocated to the wrong part of the process. Enormous sums go into the transaction itself and almost nothing into the homework before it and the integration after it [1][2]. Her position on legal and advisory spend is not that it is worth paying for, but that treating it as a cost at all is a category error.

On dealmaking as psychology rather than Excel

The psychological frame is not decoration. It explains why an investor with €5 million in wealth putting €1.5 million into a company reacts with emotion and disappointment when things go wrong, while someone worth €350 million shrugs off the same loss and may reinvest later [1]. It explains why greed distorts otherwise competent processes: "Maar de gulzigheid of de FOMO kan soms zo groot zijn dat de spelregels niet gevolgd worden" [2]. And it explains the failure mode she returns to most often, which is that the two sides of a table are not describing the same thing to each other.

On saying exactly what you mean

A deal collapsed entirely because a CFO said "deferred payment" when he meant "earn-out" [2]. The distinction is not cosmetic: a deferred payment is guaranteed money paid later, an earn-out has to be earned through future performance. "De ganse deal is daaraan ontploft, want dat was niet wat de overkant begrepen had" [2]. Her remedy is unglamorous and cheap, a short call with the lawyers before the dinner where the deal gets talked through, so that the words used at the table mean what the speaker thinks they mean [2].

On paying for homework instead of paying for the deal

Far too much money goes into acquisitions themselves and far too little into preparation and integration, and when integration fails the entire purchase price is gone [1]. "3 miljoen de vuilbak ingooien is nog wel 3 miljoen, hè. Investeer dan beter een paar honderdduizend meer in een beter huiswerk" [1]. The same maths at smaller scale: €30,000 to €40,000 of legal, technical, HR and financial due diligence on a €6 million acquisition is not a cost, it is the beginning of a good integration, and you should know what the team will look like before you sign. "Wat is die 30 of €40.000 ten opzichte van die 6 miljoen? Dat is voor mij onbegrijpelijk" [2].

The horror stories all trace back to skipped steps. No physical stock count at closing, and the showroom turns out half empty on handover day, which produced lengthy litigation [2]. A handshake deal with no financial or legal due diligence at all, and the buyer inherits an empty bank account and unpaid invoices to settle immediately [2]. On the investment side, an investor's financial advisor missed a substantial current account in the numbers, and the day after closing the founder legally withdrew part of the invested growth capital through it, because nothing on paper forbade it [2]. She extends the point to insurance: many tech companies pay for professional liability cover that is worthless because technology activities are a standard exclusion, which is why brokers should be chosen on proven track record in the sector [2].

On why legal is not a cost line

She is direct about how her own profession is perceived: "In de PNL zitten wij op het stukje L, hè. Wij zijn een kost voor het bedrijf" [2]. Her argument against that reading is a valuation argument. If a growth company is valued on a multiple of ARR, that ARR has to be reflected in correct contracts, so a good standard contract enforced through the sales process is cheap insurance on share value [2]. The same logic covers equity hygiene: ESOP and subscription rights handed out casually, with no legal review and no board involvement, can mean nobody is certain who actually owns the company on exit day, which kills a deal outright [2].

On doing reverse due diligence on your investor

Founders are diligenced constantly and rarely diligence back. In Belgium that is harder than it sounds, because family offices, wealthy individuals and business angels have budgets on the scale of Belgian VC funds, but their wealth sits in maatschappen and cannot be looked up [1]. Belgian wealthy individuals are also extremely discreet, so the only route is to ask directly how large your ticket is inside their portfolio, precisely because relative exposure determines how they will behave when the plan slips [1]. There is a generational dimension too: investors who built their fortunes decades ago in different industries, interim staffing in the nineties for instance, carry a 25-year-old mental hard drive of how a company gets built and literally do not speak the same language as digital-first founders, which is a reliable source of clashes [1].

One signal she treats as disqualifying on its own: "Als je een investeerder vindt die zegt je moet met mijn advocaat werken, moet je eigenlijk gewoon al zeggen: ik ga daar niet mee samenwerken" [1]. The pitch is cost saving; the outcome is documentation set in concrete in the investor's favour, and founders returning 18 to 24 months later asking whether it can be fixed [1]. She also insists on honesty about round sizes, including with yourself. A claimed €2 million round is often really €1.5 million once conditional tranches are stripped out, and a second tranche contingent on hitting the business plan should logically come at a higher valuation, otherwise the investor should take the risk now [1].

On keeping control of the company

Control is lost through mechanisms, not through bad luck. Board composition combined with leaver clauses can be weaponised: co-founders working with a colluding investor can deliberately engineer a board majority, fire a founder, trigger bad-leaver provisions and buy his shares for peanuts. She presents this as a real case rather than a hypothetical [1].

On structuring deals so both sides want the same outcome

Structure is where she is most inventive. When a corporate cannot consolidate a loss-making startup, one solution is to sell 48%, below the consolidation threshold, with the remaining 52% paid out to the founder on hitting milestones, which aligns both parties on making the thing succeed [1]. On earn-outs the interests are opposed and she names both sides: buyers prefer earn-outs on sticky recurring revenue and will pay ARR multiples for it, while sellers should insist on revenue-based rather than EBITDA-based earn-outs, because groups allocate disproportionate group costs such as marketing to the subsidiary and collapse the EBITDA the seller is being paid on [1].

She also pushes back on the standard VC instruction to kill services and chase pure ARR. Smart founders keep a services arm as a cash engine, use it to skip funding rounds, then sell the consultancy later and raise at a higher valuation with a clean cap table [1]. And she argues for a form of value that does not appear in any model, the value of time: a founder who sells early and is de-risked can start a second company with peace of mind and no urgent need for investors, and the two ventures combined often beat holding out on the first [1].

On communication as a financial instrument

Companies have gone bankrupt purely from failing to talk to their investors. Hide problems for six months, then call to say the cash is gone, and no wallet opens; keep investors informed and they act as coaches and can help financially [2]. "Gebruik uw investeerder als uw beste coach, klankbord die u gaat vertellen en die komt u helpen" [2]. During a raise she puts stakeholder management squarely on the CFO, proactively calling existing shareholders with updates on valuations and progress, because a CEO who is fundraising and running the company at the same time cannot do it, and informed shareholders sign smoothly on closing day [2].

Runway is the sharpest case. A CFO who miscalculates it and tells the CEO too late that four weeks of cash remain rather than months forces desperate fundraising and destroys enormous shareholder value; the CEO has to know the exact assumptions behind the out-of-cash date in order to act on them [2].

On the CFO who could be CEO

Her ideal CFO has genuine leadership and CEO capacity and could step into the top job for six months if needed, a pattern she observes at large companies when a CEO drops out [2]. The related discipline is self-assessment. CFOs rarely ask whether they are still the right person as the company scales from 20 people to 300, unlike the best CEOs, and bringing in a more experienced CFO alongside you is not a failure if the company's interest comes first [2].

On how teams actually work

She separates professional function from personal affinity: "Een team hoeft geen beste vrienden te zijn. Het gaat niet over vriendschap. Het gaat over professioneel goed samenwerken en voldoende communiceren met elkaar" [2]. She is equally unsentimental about founder endurance culture: "Ik geloof niet in 20 jaar lang 4 uur slapen per nacht. Dat is voor geen enkel lichaam goed" [2].

Takeaways

• Never let an investor's lawyer paper your round on the promise of saving costs; the documents end up concreted in their favour and founders return 18 to 24 months later asking for repairs [1].
• Ask an investor directly how big your ticket is relative to their portfolio, because Belgian wealth sits in maatschappen and cannot be researched, and relative exposure predicts how they behave when things go wrong [1].
• Sellers should push for revenue-based earn-outs, not EBITDA-based, because acquiring groups load disproportionate group costs onto the subsidiary [1].
• Budget a few hundred thousand more for preparation and integration rather than risk losing the whole purchase price; €30,000 to €40,000 of due diligence on a €6 million deal is the start of the integration, not an expense [1][2].
• Agree the exact meaning of terms like deferred payment and earn-out with lawyers before the negotiation dinner, since one confused word has blown up an entire deal [2].
• Keep a services arm as a cash engine to skip rounds, then sell the consultancy and raise later at a higher valuation with a clean cap table [1].
• Have the CFO call existing shareholders with proactive updates during a raise, because informed investors sign smoothly and act as coaches, while investors kept in the dark for six months will not open their wallets [2].
• Review every ESOP and subscription right with counsel and the board; unclear ownership on exit day kills deals [2].