article thumbnail

No Mess (Too Much Liquidation Preference)

ithacaVC

Sometimes, after getting back the LP, the preferred holder then converts to common and gets its prorata share of proceeds left after all LP has been paid (this is called participating preferred). So, after the Series B round the company would have $13mm of aggregate liquidation preference ($3mm plus 2*$5mm).

article thumbnail

What is an employee retention or M&A carveout plan?

Startup Company Lawyer

Due to aggregate liquidation preferences that may exceed the acquisition price in an M&A deal, common stock may be rendered worthless. The company must determine whether the stock or cash distributed will be fully vested at the time of grant or will vest over time. Last Man Standing.