Definition
Protective clauses that let early investors maintain their ownership percentage when future rounds price lower, punishing founders for failing to maintain perpetual hockey stick growth. Comes in weighted-average and full-ratchet flavors of pain.
Example Usage
Our Series A investors have anti-dilution provisions, so the down round means I went from owning 30% to owning enough for a nice dinner.
Origin
Corporate finance mechanism formalized in venture capital during the 1980s
Fun Fact
Full-ratchet anti-dilution is so punishing that most lawyers advise against it, yet desperate founders still agree to it when capital is scarce.
Source: Venture capital term sheet provisions
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