Forbes: This Business Banking Fintech Crossed $1 Billion in Assets on the Platform

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.

Brokerage services are provided by Atomic Brokerage, LLC ("Atomic Brokerage"), a registered broker-dealer and member of FINRA and SIPC. Neither Meow Advisory LLC nor Atomic Brokerage are a bank. Investments in securities are Not FDIC insured, Not Bank Guaranteed, and May Lose Value. Investing involves risk, including the possible loss of principal. Before investing, consider your investment objectives and the fees and expenses charged. For more details about Atomic Brokerage, please see the Form CRS, General Disclosures, and the Privacy Policy. Check the background of Atomic Brokerage on FINRA’s BrokerCheck. Custodial and clearing services are provided to Atomic Brokerage by Pershing LLC. Technology services may be provided by AtomicVest.

Get started with Meow

Apply Now

Put your company's idle cash to work

TwitterLinkedIn

Resources

Legal

*Disclaimer: Meow Advisory LLC is a registered investment adviser. Registration as an investment adviser does not imply any level of skill or training.
For accounts opened through Atomic Brokerage LLC: Meow Advisory LLC has an engagement with Atomic Brokerage LLC (“Atomic Brokerage”), a registered broker-dealer and member of FINRA and SIPC , to bring you the opportunity to open a brokerage account. Brokerage services for customers of Meow Advisory LLC are provided by Atomic Brokerage. For more details about Atomic Brokerage, please see the Form CRS, General Disclosures, and the Privacy Policy. Check the background of Atomic Brokerage on FINRA’s BrokerCheck.
For subadvisory services for accounts opened through Atomic Invest LLC: Meow Advisory LLC has an engagement with Atomic Invest, LLC (“Atomic Invest”), an SEC-registered investment adviser, to bring you the opportunity to open an investment advisory account. Investment advisory services are provided by Atomic Invest. Companies which are engaged by Atomic Invest receive compensation of 0% to 0.85% annualized, payable monthly, based upon assets under management for each referred client who establishes an account with Atomic Invest (i.e., exact payment will differ). Atomic Invest also shares a percentage of compensation received from margin interest and free cash interest earned by customers with Meow Advisory LLC. Meow Advisory LLC is not a client of Atomic Invest, but our engagement with Atomic invest gives us an incentive to refer you to Atomic Invest instead of another investment adviser. This conflict of interest affects our ability to provide you with unbiased, objective information about the services of Atomic Invest. This could mean that the services of another investment adviser with whom we are not engaged could be more appropriate for you than Atomic invest. Advisory services through Atomic Invest are designed to assist clients in achieving a favorable outcome in their investment portfolio. They are not intended to provide tax advice or financial planning with respect to every aspect of a client’s financial situation and do not include investments that clients may hold outside of Atomic Invest. For more details about Atomic Invest, please see the Form CRS, Form ADV Part 2A, the Privacy Policy, and other disclosures. Brokerage services for Atomic Invest are provided by Pershing Advisor Solutions LLC (“PAS”), a registered broker-dealer and member of FINRA and SIPC.
Neither Atomic Invest nor Atomic Brokerage, nor any of their affiliates, is a bank. Investments in securities are Not FDIC insured, Not Bank Guaranteed, and May Lose Value. Investing involves risk, including the possible loss of principal. Before investing, consider your investment objectives and the fees and expenses charged by Atomic Brokerage and/or Atomic Invest.
See the Legal Section within the Meow website for additional agreements.

U.K. Gilt pricing quoted net of fees. ~5% U.K. Gilt yield is sourced from Investing.com December 2023 6-month United Kingdom 6-Month Bond Yield. ~5% Treasury Bill yield is sourced from treasurydirect.gov December 2023 12-week U.S. Treasury Bill auction.

**Disclaimer: Meow Technologies is a financial technology company, not a depository, bank or credit union, and your account at Meow is not, itself, an FDIC-insured product.

Meow currently partners with three banking providers. Banking services are provided by Third Coast Bank SSB; Member FDIC, Grasshopper Bank, N.A; Member FDIC, and FirstBank, a Tennessee corporation; Member FDIC.

By opening a Maximum Checking account through Meow and if you choose to receive banking services provided by Grasshopper Bank, N.A, you deposit your funds into a deposit account at Grasshopper Bank, N.A. which sweeps those funds into deposit accounts across a network of Federal Deposit Insurance Corporation (“FDIC”)-insured banks, for up to the current standard maximum deposit insurance amount (“SMDIA”) of $250,000 per eligible depositor, per destination institution, for each ownership capacity or category, subject to applicable terms and conditions, including Grasshopper's ICS Deposit Placement Agreement. Grasshopper Bank, N.A. uses a third-party vendor and agent to help administer this sweep process. Visit https://www.intrafi.com/network-banks/ for a list of the banks and savings associations with which we/Grasshopper, N.A. have a business relationship for the placement of deposits at destination institutions, and into which your deposits may be placed (subject to applicable terms with you, and any opt-outs by Grasshopper, N.A. or you). The current maximum deposit insurance amount for your funds is up to $125 million in FDIC insurance through the sweep network of Grasshopper Bank, N.A, subject to change at any time with notice from Meow and/or pursuant to applicable law. Terms and restrictions apply. Subject to applicable rate sheet. Interest rate on checking products quoted in Annual Percentage Yield (APY). Interest rates and yields are effective as per the date on the applicable rate sheet. See applicable terms and restrictions and refer to the applicable rate sheets for additional information.

By opening a Maximum Checking account through Meow and if you choose to receive banking services provided by Third Coast Bank SSB, you deposit your funds into a deposit account at Third Coast Bank SSB. If you also hold funds in a sweep program with Third Coast Bank SSB, Third Coast Bank SSB sweeps those funds into deposit accounts across a network of FDIC-insured banks, for up to the current SMDIA of $250,000 per eligible depositor, per receiving bank, for each ownership capacity or category, including any other balances you may hold at that receiving bank directly or indirectly through other intermediaries, including broker-dealers. Third Coast Bank SSB uses a third-party vendor and agent to help administer this sweep process. Visit Third Coast Bank SSB for a list of the banks and savings associations with which we/Third Coast Bank SSB have a business relationship for the placement of deposits at receiving banks, and into which your deposits may be placed (subject to applicable terms with you, and any opt-outs by Third Coast Bank or you). The current maximum deposit insurance amount for your funds is up to $50 Million in FDIC insurance through the sweep network of Third Coast Bank, subject to change at any time with notice from Meow and/or pursuant to applicable law. Terms and restrictions apply. Subject to applicable rate sheet. Interest rate on checking products quoted in Annual Percentage Yield (APY). Interest rates and yields are effective as per the date on the applicable rate sheet. See applicable terms and conditions and refer to the applicable rate sheet for additional information.

By opening a Maximum Checking account through Meow and if you choose to receive banking services provided by FirstBank, a Tennessee corporation, you deposit your funds into a deposit account at FirstBank, which sweeps those funds into deposit accounts across a network of FDIC-insured banks, for up to the current SMDIA of $250,000 per eligible depositor, per destination institution, for each ownership capacity or category, subject to applicable terms and conditions, including FirstBank's ICS Deposit Placement Agreement. FirstBank uses a third-party vendor and agent to help administer this sweep process. Visit IntraFi for a list of the banks and savings associations with which FirstBank has a business relationship for the placement of deposits at destination institutions, and into which your deposits may be placed (subject to applicable terms with you, and any opt-outs by FirstBank or you). The current maximum deposit insurance amount for your funds is up to $125 million in FDIC insurance through the sweep network of FirstBank, subject to change at any time with notice from Meow and/or pursuant to applicable law. Terms and restrictions apply. Subject to applicable rate sheet. Interest rate on checking products quoted in Annual Percentage Yield (APY). Interest rates and yields are effective as per the date on the applicable rate sheet. See applicable terms and restrictions and refer to the applicable rate sheet for additional information.

***FDIC insurance coverage is only available to protect you against the failure of an FDIC-insured bank that holds your deposits (and does not protect you against the failure of Meow or other third party). Your account with Meow and all services provided to you are subject to the Meow Terms of Service (“Account Agreements”) and other applicable terms and no other representations or warranties, express or implied, are provided to you except as expressly set forth in those written Account Agreements. If you have any questions regarding your account, please contact team@meow.com.

FirstBank Funds Availability Notice

FirstBank’s general policy is to allow you to withdraw funds deposited in your account on the first business day after the day we receive your deposit. Funds from electronic deposits will be available on the day we receive the deposit. In some cases, we may delay your ability to withdraw funds beyond the first business day. Then, the funds will generally be available by the SECOND business day after the day of deposit.