What Are Pro Rata Rights?

Meow Advisory, LLC

Meow Advisory, LLC

Pro rata rights are an important concept for both investors and startup founders to understand. They give investors the option to participate in future fundraising rounds in order to maintain their proportional ownership percentage. For founders, granting pro rata rights can help attract investors but also limits future flexibility. In this comprehensive guide, we’ll explain exactly how pro rata rights work and why they matter.

How Pro Rata Rights Work

At its core, pro rata rights are tied to the concept of dilution. When a startup issues new shares, such as through a new fundraising round, the percentage ownership of existing shareholders goes down. This is known as dilution. Pro rata rights give certain investors the option to purchase additional shares in order to keep their proportional ownership the same.

For example, an investor might negotiate pro rata rights as part of investing $1 million in a Series A round for 10% equity. The company then decides to raise $5 million in a Series B round, issuing new shares to new investors. Normally, the original 10% investor would see their stake diluted down since there are now more shareholders. But since they have pro rata rights, they can invest up to $500,000 in the Series B to maintain their 10% ownership.

Investors are not obligated to exercise their pro rata rights - they merely have the option to do so to avoid dilution. Some reasons an investor might not want to put in more money include limited available capital, doubts about the startup's prospects, or wanting to make room for other new investors.

Importance for Investors

Pro rata rights hold major importance for investors in high-growth startups. The ability to double down on the most successful companies in their portfolio enables outsized returns.

Considerations for Startup Founders

Founders weigh several key considerations regarding pro rata rights:

  • Benefits - Granting pro rata rights makes your fundraising round more enticing to top investors. It signals commitment and gives them additional financial upside which encourages their involvement. Pro rata can also provide founders certainty by filling out one investor spot for the next round.
  • Drawbacks - However, founders lose flexibility in future rounds when all the shares are already claimed by existing investors exercising pro rata rights. This limits the ability to bring on new investors that may provide additional value. And some investors may utilize the rights even when it’s not beneficial for the startup.

Tips for Navigating Pro Rata Rights

Have open conversations about intentions for exercising rights in the future. Build alignment around goals for the startup. And make investors compete to earn pro rata rights rather than granting them automatically.

Key Terms and Calculations

Beyond pro rata rights themselves, there are other related terms and calculations founders should know:

  • Pre-emption Rights - The right of first refusal to purchase new shares issued before anyone else to avoid dilution.
  • Anti-Dilution Protection - Contract clauses to protect investors from equity dilution stemming from down rounds or additional share issuances.
  • Liquidation Preferences - Terms defining how proceeds from exits or acquisitions are allocated. Investors typically receive initial payouts before common shareholders.
  • Investor Allocation Formulas - Mathematical formulas based on ownership percentage that determine the amount an investor can purchase in a round to maintain proportional ownership.

Common Pitfalls and Mistakes

Two of the biggest mistakes related to pro rata rights include granting them too freely without consideration of downsides and investors not waiving the rights when they reasonably should. Founders should be cautious when negotiating these terms while investors must act in good faith when exercising rights.

Conclusion

In the complex world of startup fundraising, pro rata rights hold major importance for both investors and founders alike. They incentivize investors to continue backing successful startups but also limit future flexibility for founders. Carefully considering all sides of the issue sets up both parties for success. Above all, open communication between investors and founders paves the way for mutually beneficial decisions regarding pro rata rights.


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