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Hi, I’m Brad Feld, a managing director at the Foundry Group who lives in Boulder, Colorado. I invest in software and Internet companies around the US, run marathons and read a lot.

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Term Sheet: Liquidation Preference

Comments (281)

I’ve written about liquidation preferences (and participating preferred) before, as have most of the other VC bloggers (and several entrepreneur bloggers.) However, for completeness, and since liquidation preferences are the second most important “economic term” (after price), Jason and I decided to write a post on it. Plus – if you read carefully – you might find some new and exciting super-secret VC tricks.

The liquidation preference determines how the pie is shared on a liquidity event. There are two components that make up what most people call the liquidation preference: the actual preference and participation. To be accurate, the term liquidation preference should only pertain to money returned to a particular series of the company’s stock ahead of other series of stock. Consider for instance the following language:

Liquidation Preference: In the event of any liquidation or winding up of the Company, the holders of the Series A Preferred shall be entitled to receive in preference to the holders of the Common Stock a per share amount equal to [x] the Original Purchase Price plus any declared but unpaid dividends (the Liquidation Preference).

This is the actual preference. In the language above, a certain multiple of the original investment per share is returned to the investor before the common stock receives any consideration. For many years, a “1x” liquidation preference was the standard. Starting in 2001, investors often increased this multiple, sometimes as high as 10x! (Note, that it is mostly back to 1x today.)

The next thing to consider is whether or not the investor shares are participating. Again, note that many people consider the term “liquidation preference” to refer to both the preference and the participation, if any. There are three varieties of participation: full participation, capped participation and non-participating.

Fully participating stock will share in the liquidation proceeds on a pro rata basis with common after payment of the liquidation preference. The provision normally looks like this:

Participation: After the payment of the Liquidation Preference to the holders of the Series A Preferred, the remaining assets shall be distributed ratably to the holders of the Common Stock and the Series A Preferred on a common equivalent basis.

Capped participation indicates that the stock will share in the liquidation proceeds on a pro rata basis until a certain multiple return is reached. Sample language is below.

Participation: After the payment of the Liquidation Preference to the holders of the Series A Preferred, the remaining assets shall be distributed ratably to the holders of the Common Stock and the Series A Preferred on a common equivalent basis; provided that the holders of Series A Preferred will stop participating once they have received a total liquidation amount per share equal to [X] times the Original Purchase Price, plus any declared but unpaid dividends. Thereafter, the remaining assets shall be distributed ratably to the holders of the Common Stock.

One interesting thing to note in the section is the actually meaning of the multiple of the Original Purchase Price (the [X]). If the participation multiple is 3 (three times the Original Purchase Price), it would mean that the preferred would stop participation (on a per share basis) once 300% of its original purchase price was returned including any amounts paid out on the liquidation preference. This is not an additional 3x return, rather an addition 2x, assuming the liquidation preference were a 1 times money back return. Perhaps because of this correlation with the actual preference, the term liquidation preference has come to include both the preference and participation terms. If the series is not participating, it will not have a paragraph that looks like the ones above.

Liquidation preferences are usually easy to understand and assess when dealing with a series A term sheet. It gets much more complicated to understand what is going on as a company matures and sells additional series of equity as understanding how liquidation preferences work between the series is often mathematically (and structurally) challenging. As with many VC-related issues, the approach to liquidation preferences among multiple series of stock varies (and is often overly complex for no apparent reason.) There are two primary approaches: (1) The follow-on investors will stack their preferences on top of each other: series B gets its preference first, then series A or (2) The series are equivalent in status (called pari passu – one of the few latin terms lawyers understand) so that series A and B share pro-ratably until the preferences are returned. Determining which approach to use is a black art which is influenced by the relative negotiating power of the investors involved, ability of the company to go elsewhere for additional financing, economic dynamics of the existing capital structure, and the phase of the moon.

Most professional, reasonable investors will not want to gouge a company with excessive liquidation preferences. The greater the liquidation preference ahead of management and employees, the lower the potential value of the management / employee equity. There’s a fine balance here and each case is situation specific, but a rational investor will want a combination of “the best price” while insuring “maximum motivation” of management and employees. Obviously what happens in the end is a negotiation and depends on the stage of the company, bargaining strength, and existing capital structure, but in general most companies and their investors will reach a reasonable compromise regarding these provisions. Note that investors get either the liquidation preference and participation amounts (if any) or what they would get on a fully converted common holding, at their election; they do not get both (although in the fully participating case, the participation amount is equal to the fully converted common holding amount.)

Since we’ve been talking about liquidation preferences, it’s important to define what a “liquidation” event is. Often, entrepreneurs think of a liquidation as simply a “bad” event – such as a bankruptcy or a wind down. In VC-speak, a liquidation is actually tied to a “liquidity event” where the shareholders receive proceeds for their equity in a company, including mergers, acquisitions, or a change of control of the company. As a result, the liquidation preference section determines allocation of proceeds in both good times and bad. Standard language looks like this:

A merger, acquisition, sale of voting control or sale of substantially all of the assets of the Company in which the shareholders of the Company do not own a majority of the outstanding shares of the surviving corporation shall be deemed to be a liquidation.

Ironically, lawyers don’t necessary agree on a standard definition of the phrase “liquidity event.” Jason once had an entertaining (and unenjoyable) debate during a guest lecture he gave at his alma mater law school with a partner from a major Chicago law firm (who was teaching a venture class that semester) that claimed an initial public offering should be considered a liquidation event. His theory was that an IPO was the same as a merger, that the company was going away, and thus the investors should get their proceeds. Even if such a theory would be accepted by an investment banker who would be willing to take the company public (no chance in our opinion), it makes no sense as an IPO is simply another funding event for the company, not a liquidation of the company. However, in most IPO scenarios, the VCs “preferred stock” is converted to common stock as part of the IPO, eliminating the issue around a liquidity event in the first place.

That’s enough for now – I’m going to go get a drink and have my own personal liquidity event (sorry – the punmaster got control of my keyboard for a moment.)

281 Comments on “Term Sheet: Liquidation Preference”

  • Scott Loftesness January 4th, 2005 7:37 pm

    Term Sheet Terms

    Brad Feld of Mobius Venture Capital has posted a couple of great reads for entrepreneurs on his blog this week: Term Sheet: Price and Term Sheet: Liquidation Preference. Between Brad and David Hornik, there soon won’t be any trade secrets

  • Scott Loftesness January 4th, 2005 7:39 pm

    Term Sheet Terms

    Brad Feld of Mobius Venture Capital has posted a couple of great reads for entrepreneurs on his blog this week: Term Sheet: Price and Term Sheet: Liquidation Preference. Between Brad and David Hornik’s VentureBlog posts, there soon won’t be any

  • Peter Hoskins' January 5th, 2005 8:09 am

    Feld Thoughts: Term Sheet: Liquidation Preference

    Link: Feld Thoughts: Term Sheet: Liquidation Preference. The liquidation preference determines how the pie is shared on a liquidity event. There are two components that make up what most people call the liquidation preference: the actual preference and…

  • Peter Hoskins' January 5th, 2005 3:09 pm

    Feld Thoughts: Term Sheet: Liquidation Preference

    Link: Feld Thoughts: Term Sheet: Liquidation Preference. The liquidation preference determines how the pie is shared on a liquidity event. There are two components that make up what most people call the liquidation preference: the actual preference and…

  • Peter Hoskins' January 5th, 2005 3:14 pm

    Feld Thoughts: Term Sheet: Liquidation Preference

    Link: Feld Thoughts: Term Sheet: Liquidation Preference. The liquidation preference determines how the pie is shared on a liquidity event. There are two components that make up what most people call the liquidation preference: the actual preference and…

  • John Furrier January 5th, 2005 9:51 am

    VC Business School for Entrepreneurs

    Business School for entrepreneurs.

  • Peter Hoskins' Blog January 5th, 2005 3:09 pm

    Feld Thoughts: Term Sheet: Liquidation Preference

    Link: Feld Thoughts: Term Sheet: Liquidation Preference. The liquidation preference determines how the pie is shared on a liquidity event. There are two components that make up what most people call the liquidation preference: the actual preference and…

  • Peter Hoskins' Blog January 5th, 2005 3:14 pm

    Feld Thoughts: Term Sheet: Liquidation Preference

    Link: Feld Thoughts: Term Sheet: Liquidation Preference. The liquidation preference determines how the pie is shared on a liquidity event. There are two components that make up what most people call the liquidation preference: the actual preference and…

  • Peter Hoskins' Blog January 5th, 2005 3:14 pm

    Feld Thoughts: Term Sheet: Liquidation Preference

    Link: Feld Thoughts: Term Sheet: Liquidation Preference. The liquidation preference determines how the pie is shared on a liquidity event. There are two components that make up what most people call the liquidation preference: the actual preference and…

  • Salman Farmanfarmaia January 11th, 2005 3:23 pm

    I am enjoying your pieces on VC termsheets, being a fan of exposing such “VC secrets” as much as possible. At the risk of seeming self promoting, I thought you might find this article interesting.
    http://salmanff.blogspot.com/

  • Salman Farmanfarmaian January 11th, 2005 3:23 pm

    I am enjoying your pieces on VC termsheets, being a fan of exposing such “VC secrets” as much as possible. At the risk of seeming self promoting, I thought you might find this article interesting.
    http://salmanff.blogspot.com/

  • Conglomerate January 13th, 2005 10:44 pm

    Venture Capital Term Sheets: Liquidation Rights

    Brad Feld has added two more excellent entries on term sheets to his growing collection. The first is on liquidation rights, which he calls the “second most important ‘economic term’ (after price).” In venture capital parlance, “liquidations” include n…

  • Conglomerate January 13th, 2005 10:49 pm

    Venture Capital Term Sheets: Liquidation Rights

    Brad Feld has added two more excellent entries on term sheets to his growing collection. The second in the series is on liquidation rights, which he calls the “second most important ‘economic term’ (after price).” In venture capital parlance, “liquidat…

  • Peter Hoskins' February 7th, 2005 4:32 pm

    Feld Thoughts: Term Sheet: Liquidation Preference

    Link: Feld Thoughts: Term Sheet: Liquidation Preference. The liquidation preference determines how the pie is shared on a liquidity event. There are two components that make up what most people call the liquidation preference: the actual preference and…

  • Peter Hoskins' Blog February 7th, 2005 4:32 pm

    Feld Thoughts: Term Sheet: Liquidation Preference

    Link: Feld Thoughts: Term Sheet: Liquidation Preference. The liquidation preference determines how the pie is shared on a liquidity event. There are two components that make up what most people call the liquidation preference: the actual preference and…

  • Peter Hoskins' Blog February 7th, 2005 4:32 pm

    Feld Thoughts: Term Sheet: Liquidation Preference

    Link: Feld Thoughts: Term Sheet: Liquidation Preference. The liquidation preference determines how the pie is shared on a liquidity event. There are two components that make up what most people call the liquidation preference: the actual preference and…

  • john merriwether May 4th, 2005 8:57 am

    pretty helpful..should pass my presentation with this info!

  • JTreiber April 30th, 2007 9:52 am

    Very informative. Especially useful to those non-legal budding entrepreneurs out there looking to learn-up on VC speak prior to engaging in capital raising conversations (that would be me). Please keep writing this great posts! Thanks!

  • Startup valuation decline 25% in Q4 2008! | Wealth Alchemist January 27th, 2009 1:58 am

    [...] investments in general have decreased those that have invested are getting some good terms: liquidation preference, warrants, lowered pre-money, and board seats and/or voting rights. What does this all mean?  [...]

  • Schmoozing for Dollars « The Bootstrap Chronicles June 19th, 2009 12:56 am

    [...] Sure, I know the broad strokes, but I start to “fuzz out” when the talk gets hot and heavy about term sheets and “3x lick pref.” (Yes, someone in attendance actually said that, just like that.) If you don’t know, here’s a good post about “lick prefs“. [...]

  • Understanding the Liquidation Preference | The Early Stage Investment Blog August 29th, 2009 9:01 am

    [...] http://www.feld.com/archives/2005/01/term-sheet-liquidation-preference.html [...]

  • Term Sheet: Liquidation Preference (优先清算权) at 创业与创投 December 3rd, 2009 7:44 pm

    [...] Term Sheet: Liquidation Preference (优先清算权) [...]

  • poker blog January 10th, 2010 4:08 am

    great post very informative.

  • Term Sheet: What Da Heck Is Liquidation Preference (Part 2) | Venture Hype January 26th, 2010 11:01 am

    [...] Brad Feld of Foundry Group puts it, “Determining which approach to use is a black art.” It’s influenced by [...]

  • Stock: Understanding a Liquidation Preference February 28th, 2010 6:54 am

    [...] Source: Brad Feld [...]

  • JumpStart: IdeaExchange Blog » Blog Archive » “…And the Terms, They Are A-Changin’…” March 9th, 2010 12:36 am

    [...] months. Not only will you see lower overall valuations to begin with, you’ll also see more Participating Preferred Stock, Liquidation Preferences greater than 1x, and Full Ratchet Anti-Dilution Protection. Some may ask [...]

  • Want to Raise Venture Capital More Easily? Clean Up Your Own Shite First | CloudAve April 14th, 2010 5:16 am

    [...] company had raised $15 million.  That means that the likely have a minimum of $15 million in liquidation preferences.  It will usually be higher because the liquidation preference has a dividend so if the deal [...]

  • Finance Geek » Want To Raise Venture Capital? Clean Up Your Own Sh*t First April 14th, 2010 5:55 am

    [...] company had raised $15 million.  That means that the likely have a minimum of $15 million in liquidation preferences.  It will usually be higher because the liquidation preference has a dividend so if the deal [...]

  • Deepti May 30th, 2010 6:14 pm

    Great post

  • Rih July 16th, 2010 9:01 am

    How does liquidity preference work in a situation where the company was not 100% acquired? Does the preferred shareholders apply their preference then lose them pro-ratably on the next liquidity event?

  • Brad Feld July 22nd, 2010 7:15 pm

    It varies based on the deal. This is almost always a negotiating point in a partial liquidity event.

  • bfeld July 22nd, 2010 12:15 pm

    It varies based on the deal. This is almost always a negotiating point in a partial liquidity event.

  • How VCs Calculate Valuation (And How It’s Different From The Way Founders Do It) | TechsZone August 17th, 2010 10:09 am

    [...] importantly I understood how each term could actually be used to screw me.  Things like “participating preferred stock” in legalese unsurprisingly never actually call out, “hey, this is the participating [...]

  • Предприниматель и инвестор: как не ошибиться в оценке стоимости проекта | АРТищев Андрей Борисович, к.э.н. August 25th, 2010 3:02 am

    [...] юридическом языке понятие «привилегированная акция с правом участия», увы было далеко до самого «права участия». Мы [...]

  • Has convertible debt won? And if it has, is that a good thing? | Seth Levine August 30th, 2010 5:15 am

    [...] all of our investments at Foundry have a 1-times preference multiple and are non-participating; see this post by my partners Jason and Brad for more details on what these terms mean if you’re unfamiliar with [...]

  • Who’s Looking out for the Little Guy? | Virginia Business Lawyers October 29th, 2010 7:24 am

    [...] of the key features of preferred stock is the “liquidation preference.” Liquidation preference is the amount of money per share of preferred stock. That must be [...]

  • ex-i-banker November 12th, 2010 2:10 pm

    Well, an IPO is not necessarily a “liquidation” event in that there is usually additional capital being raised and not assets being liquidated, but most people absolutely consider an IPO to be a liquidity event because any investor is now able to sell their shares in a secondary market, thus providing liquidity. Perhaps it is a confusion of terms.

    Once a stock becomes publicly traded, that security is considered liquid to investors and even from an accounting standpoint is treated differently than when it was a private investment. The only way it would become illiquid would be if the market for that security freezes up. Thus, I would almost always consider an IPO to be a liquidity event — though not a “liquidation” of the companies assets.

  • How To Find The Right Investors and When | Grasshopper Group November 22nd, 2010 9:46 am

    [...] capitalist Brad Feld goes in-depth on liquidation events and liquidation preferences in this blog [...]

  • Dan Shapiro » How much are startup options worth? November 23rd, 2010 2:28 pm

    [...] they get their money back and everyone else gets nothing.  It’s called a preference, and Brad has explained it much better than I can.  It has a colossal impact on the expected returns.  They also often have something called [...]

  • Myth: Money showers for startup success — TNL.net April 9th, 2011 6:04 pm

    [...] For peo­ple who are cur­rently in the startup world, I’d encour­age you to look at things like liq­ui­da­tion pref­er­ences. If it’s higher than 1x, run away as it’s a bad deal.For peo­ple join­ing a startup, or [...]

  • Money showers for startup success - Finding Out About April 9th, 2011 9:32 pm

    [...] For people who are currently in the startup world, I’d encourage you to look at things like liquidation preferences. If it’s higher than 1x, run away as it’s a bad [...]

  • » Seed Funding – Some New Considerations | StartupNorth April 14th, 2011 9:05 am

    [...] Term Sheet: Liquidation Preference [...]

  • Roy Firestein » Seed Funding – Some New Considerations April 16th, 2011 3:35 am

    [...] Term Sheet: Liquidation Preference [...]

  • Highlights from the Fenwick & West 2Q11 Venture Capital Survey | Kellblog August 17th, 2011 5:46 pm

    [...] of rounds included senior liquidation preferences and, of those, 29% were multiple liquidation [...]

  • What Being an Advisor to 17 Companies Taught Me September 22nd, 2011 10:28 am

    [...] If you did raise any capital are there any liquidation preferences? [...]

  • What Being an Advisor to 17 Companies Taught Me « Fast Ninja Blog by Freelanceful – Web Design | Coding | Freelancing September 23rd, 2011 2:05 pm

    [...] If you did raise any capital are there any liquidation preferences? [...]

  • What Being an Advisor to 17 Companies Taught Me | KYEAN.org October 11th, 2011 9:08 pm

    [...] If you did raise any capital are there any liquidation preferences? [...]

  • Village Ventures Fall 2011 Summit « Can I Buy A Vowel? November 14th, 2011 9:33 am

    [...] the preferred stock that venture investors generally purchase is in a position to be exercising its liquidation preference at the expense of other [...]

  • Thoughts from Fall 2011 Village Ventures Summit « Can I Buy A Vowel? November 14th, 2011 9:35 am

    [...] the preferred stock that venture investors generally purchase is in a position to be exercising its liquidation preference at the expense of other [...]

  • What being an advisor to 17 companies taught me – Entrepreneurship Center | Endeavor Global December 15th, 2011 12:01 pm

    [...] much money did your company raise? If you did raise any capital are there any liquidation preferences? How much revenue and profit is your company currently generating? How many shares are you issuing [...]

  • Judith Leist | Judith Leist December 17th, 2011 1:33 am

    [...] If you did raise any capital are there any liquidation preferences? [...]

  • Things Entrepreneurs Should Avoid When Raising Capital | TechCrunch January 15th, 2012 7:26 am

    [...] liquidation preference determines how the pie is shared in a liquidity event (M&A, IPO).  In a fair situation: [...]

  • Things Entrepreneurs Should Avoid When Raising Capital | Chaska News | Chaska Local News January 15th, 2012 7:32 am

    [...] liquidation preference determines how the pie is shared in a liquidity event (M&A, IPO).  In a fair situation: [...]

  • Things Entrepreneurs Should Avoid When Raising Capital – - Tech News AggregatorTech News Aggregator January 15th, 2012 7:34 am

    [...] liquidation preference determines how the pie is shared in a liquidity event (M&A, IPO).  In a fair situation: [...]

  • Things Entrepreneurs Should Avoid When Raising Capital | TechDiem.com January 15th, 2012 7:40 am

    [...] liquidation preference determines how the pie is shared in a liquidity event (MA, IPO).  In a fair situation: investors [...]

  • Things Entrepreneurs Should Avoid When Raising Capital | Maplewood News January 15th, 2012 7:46 am

    [...] liquidation preference determines how the pie is shared in a liquidity event (M&A, IPO).  In a fair situation: [...]

  • Things Entrepreneurs Should Avoid When Raising Capital | BrettMBell.com January 15th, 2012 7:49 am

    [...] liquidation preference determines how the pie is shared in a liquidity event (M&A, IPO).  In a fair situation: [...]

  • Things Entrepreneurs Should Avoid When Raising Capital | Minneapolis News January 15th, 2012 7:54 am

    [...] liquidation preference determines how the pie is shared in a liquidity event (M&A, IPO).  In a fair situation: [...]

  • Things Entrepreneurs Should Avoid When Raising Capital | TrolWebDesign January 15th, 2012 8:00 am

    [...] liquidation preference determines how the pie is shared in a liquidity event (M&A, IPO).  In a fair situation: [...]

  • Things Entrepreneurs Should Avoid When Raising Capital January 15th, 2012 8:06 am

    [...] liquidation preference determines how the pie is shared in a liquidity event (M&A, IPO).  In a fair situation: [...]

  • Things Entrepreneurs Should Avoid When Raising Capital | IMoju January 15th, 2012 8:35 am

    [...] liquidation preference determines how the pie is shared in a liquidity event (M&A, IPO).  In a fair situation: [...]

  • Things Entrepreneurs Should Avoid When Raising Capital | Startup Help January 15th, 2012 10:11 am

    [...] liquidation preference determines how the pie is shared in a liquidity event (M&A, IPO).  In a fair situation: [...]

  • GIASTAR – Storie di ordinaria tecnologia » Blog Archive » Things Entrepreneurs Should Avoid When Raising Capital January 15th, 2012 12:45 pm

    [...] liquidation preference determines how the pie is shared in a liquidity event (MA, IPO).  In a fair situation: investors [...]

  • Things Entrepreneurs Should Avoid When Raising Capital - The Review Blog January 15th, 2012 4:09 pm

    [...] liquidation preference determines how the pie is shared in a liquidity event (M&A, IPO).  In a fair situation: [...]

  • Things Entrepreneurs Should Avoid When Raising Capital « IphoneCase January 15th, 2012 4:17 pm

    [...] liquidation preference determines how the pie is shared in a liquidity event (M&A, IPO).  In a fair situation: [...]

  • Things Entrepreneurs Should Avoid When Raising Capital « IphoneScreen January 15th, 2012 4:21 pm

    [...] liquidation preference determines how the pie is shared in a liquidity event (M&A, IPO).  In a fair situation: [...]

  • Things Entrepreneurs Should Avoid When Raising Capital | NokiaBattery January 15th, 2012 7:08 pm

    [...] liquidation preference determines how the pie is shared in a liquidity event (M&A, IPO).  In a fair situation: [...]

  • Things Entrepreneurs Should Avoid When Raising Capital | MotorolaScreen January 15th, 2012 7:12 pm

    [...] liquidation preference determines how the pie is shared in a liquidity event (M&A, IPO).  In a fair situation: [...]

  • Things Entrepreneurs Should Avoid When Raising Capital | MotoAndroid January 15th, 2012 7:23 pm

    [...] liquidation preference determines how the pie is shared in a liquidity event (M&A, IPO).  In a fair situation: [...]

  • Things Entrepreneurs Should Avoid When Raising Capital | NokiaScreen January 15th, 2012 8:13 pm

    [...] liquidation preference determines how the pie is shared in a liquidity event (M&A, IPO).  In a fair situation: [...]

  • Solydaritas Forever January 16th, 2012 1:35 am

    [...] liquidation preference determines how the pie is shared in a liquidity event (MA, IPO).  In a fair situation: investors [...]

  • Things Entrepreneurs Should Avoid When Raising Capital - SocialEnterprise.com Beta January 16th, 2012 4:49 am

    [...] liquidation preference determines how the pie is shared in a liquidity event (MA, IPO).  In a fair situation: investors [...]

  • Forms of Consideration for Early Stage Funding | mikebank.co.uk March 13th, 2012 3:25 pm

    [...] Liquidation preferences are another way of achieving this. [...]

  • SEIS – An Argument for Including Convertible Notes? | mikebank.co.uk April 26th, 2012 10:12 am

    [...] potentially mitigate this risk, to a degree at least, with the equivalent of a multiple of the liquidation preference that the debt would receive over any equity instrument (e.g. at liquidation, the debt holders get [...]

  • Learning VC speak – Look Mommy! at Term Sheet Battle Berlin « The Look Mommy! Blog May 24th, 2012 3:30 am

    [...] Liquidation Preference: When things are running not well, this would reduce founder’s motivation drastically, while still allowing the VC to sell at a low price and have an ok return. We would rather be motivated by the terms to push through hard times, than realize that below a valuation of about 7M, it does not make much difference to walk away or not. [...]

  • Google-Meebo Acquisition (June 2012): How much did Meebo employees get from the acquisition by Google? - Quora June 5th, 2012 5:21 pm

    [...] participation etc). Brad Feld does a great job outlining what happens in a liquidity event here: http://www.feld.com/archives/… In the case of Meebo, selling for a 1.42X was not a good turn out. As Anon User mentioned here [...]

  • Bridges or Seeds? A Primer on Your First Financing « Silicon Hills Lawyer June 7th, 2012 7:04 pm

    [...] while the convertible notes are converting at a discount to the price in the Series A round, the liquidation preference on their shares is set at the full Series A price, so they’re getting more preference than [...]

  • Public or private companies? What choice should tech employees make when it comes to private company shares and options? « OpenShares' blog July 21st, 2012 2:15 pm

    [...] have the benefit of various financial preference over common shareholders. One such benefit is the ‘liquidation preference’ that VCs commonly negotiate for. This preference essentially means that a particular class of [...]

  • How To Find The Right Investors and When | | October 4th, 2012 1:24 pm

    [...] capitalist Brad Feld goes in-depth on liquidation events and liquidation preferences in this blog [...]

  • Color Failed. What Happens To Its $41 Million? - Socially Savvy! October 23rd, 2012 1:25 pm

    [...] is left over after setting this aside gets paid out first. Then, the rest is distributed to preferred investors [...]

  • Term Sheet from Hell: (Molten) Liquidation Preference | motochan December 30th, 2012 2:17 am

    [...] If you want to get comfy with the basics of liquidation preferences, I suggest starting with two of Brad Feld’s posts [1] [2]. [...]

  • Term Sheet from Hell: (Molten) Liquidation Preference - e27 January 3rd, 2013 8:06 pm

    [...] If you want to get comfy with the basics of liquidation preferences, I suggest starting with two of Brad Feld’s posts [1] [2]. [...]

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