Remove Dilution Remove Employee Remove Liquidation Preference Remove Sales
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Term-sheets and Valuations: Thinking about Negotiations - Startups.

Tim Keane

It also assumes the entire value of the investment is captured for investors at a sale of the company in the time specified in the term-sheet. This results in a range of sale prices; in this example from $118.6MM to $21MM.   In most cases, the preferred dividend is paid before any dividend is paid to the common.

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Accepting Outside Investors? Here Are 5 Things to Watch Out for in Your Contract

Up and Running

They generally also get additional rights that common shareholders don’t get, such as anti-dilution protection, and liquidation preference (discussed further below). Anti-dilution protection. That risk of a decrease in the overall ownership percentage triggers an important term called an anti-dilution protection clause.

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Cap Table Clean Up

ithacaVC

They are typically pretty simple: (i) shares owned by founders and (ii) shares authorized for issuance in a stock option pool, some of which may be issued to employees already and some of which will be available for future issuance. Again, that number is typically around 10%, as in 10% available on a fully diluted basis post-money.

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Management Carve Out Plan

ithacaVC

The MCOP can serve a critical role as founders and other management team members are diluted down by rounds of financing or if their equity is not in the money. As the investors’ aggregate liquidation preference (ALP) increases typically the need for a MCOP also increases. A few key points to consider: 1.

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VCs Get Paid Back First

ithacaVC

The article states “When venture capitalists invest, they typically demand preferred shares that accrue a yearly dividend of about 8 percent. In a sale, the original amount and the interest all come due. It must be paid out before the common shares, which are typically held by the founders and other employees.”

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Second-Class Investor Citizens: Facebook’s IPO and Dual-Class Equity Structures

Gust

As a quick review, most startups begin life as corporations with a single class of equity securities, referred to as Common Stock , issued to founders, employees, and outside service providers. Options and warrants, when issued, are also typically exercisable for shares of Common Stock.

IPO 159
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On the Road to Recap:

abovethecrowd.com

All Unicorn participants — founders, company employees, venture investors and their limited partners (LPs) — are seeing their fortunes put at risk from the very nature of the Unicorn phenomenon itself. We have already seen examples of founders and management obtaining liquidity in front of investors. Now you make your own decisions.

IPO 40