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What is a Pro-Rata Rights?

Definition

Pro-Rata Rights

Pro-Rata Rights give investors the legal right to participate in future funding rounds to maintain their ownership percentage in the startup.

Detailed Deep Dive

Pro-Rata Rights (or participation rights) give investors the legal right, but not the obligation, to participate in future funding rounds to maintain their ownership percentage in the startup. If an investor owns 10% of a company, pro-rata rights allow them to buy 10% of the new shares issued in the next round, preventing their ownership stake from being diluted by new investors.

Frequently Asked Questions

Q:Why do VCs demand pro-rata rights?

It allows them to reinvest in their winning portfolio companies and protect their ownership from dilution in subsequent priced rounds.

Q:Can pro-rata rights be waived?

Yes, if investors choose not to participate, or if the board negotiates a waiver to make room for a new lead investor.

Quick Facts

  • CategoryLegal
  • Key ApplicationCapital allocation rights for venture funds

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Pro-Rata Rights Media Coverage & Intelligence

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