Option pool shuffle
The same "12% pool" can cost you 2.4 percentage points depending on which side of the round it lands on.
What it is
The negotiation move where investors require the employee option pool (ESOP) to be created or expanded inside the pre-money valuation. Dilution from the new pool lands only on existing shareholders, not on the new investor — even though the pool serves future employees.
Why investors care
Spanish VCs play this. They want a pool sized to cover hiring through the next round — typically 10–15% post-Ley-de-Startups. Where the pool sits (pre vs post-money) is where the real money moves. Asking a founder about pool sizing is also a quick literacy test.
Under Ley de Startups (2022)
ESOP tax treatment improved dramatically — €50K/year exempt, deferred to liquidity. That makes employees value options more, and gives investors a polite reason to push pool sizes upward.
Don't let "options are more useful now in Spain" justify oversizing the pool at your expense.
The formula
PRE-money pool:
Existing % = 100% − Investor% − Pool%
Your post-round % = Your pre% × Existing%
POST-money pool:
Your post-round % = Your pre% × (Pre÷Post) × (1 − Pool%)
(everyone diluted by the pool, including investor)
Gap on combined existing shareholders ≈ Investor% × Pool%
Worked example
Samaipata offers €1.5M at €6M pre / €7.5M post, 12% pool, you hold 75% pre-round.
75% × 68%51%
Then 12% pool → 60% × 0.8852.8%
The 2.4 percentage points Samaipata "gives up" in the post-money version is the real economic value transfer they extract via the pre-money pool convention. On €7.5M post that's roughly €180K moved from founders to investor — without ever changing the headline pre-money number.
Common mistakes
- Negotiating only on pool size, not on pool timing — size and timing are two separate levers.
- Calling a 15% pool "above market" — 10–15% IS the Spanish post-Ley de Startups market.
- Missing the trigger phrases: "pre-close, fully-diluted post-money", "established before this round", "on a pre-money basis" — all mean the pool dilutes only you.