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What’s a Fair 409A Discount?

VC Adventure

Most boards did some level of work to determine the FMV of a company’s stock but generally options were priced between 10% and 15% of a company’s then preferred price (because common equity sits behind preferred equity there is typically a discount applied to the FMV of common stock to account for this “overhang”).

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Cliff Notes S-1: Kayak ? AGILEVC

Agile VC

How They Do It: Aggregate data from travel data warehouses like ITA as well as indexing travel providers websites, provide this information to consumers in a highly customizable search engine. Interesting to note that Hafner and English own common stock but also made meaningful investments in the Series A & B rounds.

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Comparing Startup Accelerators

Austin Startup

More traditional and comprehensive programs often require 5–8% of common stock, but often provide between $20K and $100K up-front as well. Anti-Dilution. See: Startup Accelerator Anti-Dilution Provisions; The Fine Print. Entrepreneurs often celebrate faking it until you make it. Know that some accelerators do the same.

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How Many Shares Should be Issued to Founders at Incorporation?

The Startup Lawyer

I typically advise issuing 50% to 80% of the authorized shares of Common Stock to the initial founders upon incorporation. Thus, if the certificate of incorporation authorizes 10,000,000 shares of Common Stock, an aggregate of 5,000,000 to 8,000,000 share should be issued at incorporation.

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WHAT ARE SUPER PRO RATA RIGHTS?

Scott Edward Walker

Super Pro Rata Right” means a right of first offer to purchase up to 50% of the total amount of the next round raised in the aggregate of any Equity Securities (as defined below) the Company may sell or issue following the date of this Term Sheet.

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Rule 409A

ithacaVC

That means, assuming a 1X liquidation preference, that the common stock should be worth zero NOW simply based on the fact that the aggregate liquidation preference exceeds the M&A revenue multiples. Tough to argue that it is not reasonable. Worth some thought and discussion.

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Management Carve Out Plan

ithacaVC

As the investors’ aggregate liquidation preference (ALP) increases typically the need for a MCOP also increases. The ALP is the total amount of $ that preferred stock holders are owed on a sale of the company under their liquidation preferences. A few key points to consider: 1.