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WHAT ARE SUPER PRO RATA RIGHTS?

Scott Edward Walker

Accordingly, I thought it would be helpful for founders to discuss these rights and to point out the problems they create for startups. I liken it to participating preferred — which founders also do not typically understand until it is too late. Pro Rata Rights. The post WHAT ARE SUPER PRO RATA RIGHTS?

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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).

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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. I was speaking at an event last month to a group of CEOs and was surprised by the number of CEOs that were worried about the value of their common stock in a M&A transaction.