full ratchet

Advanced ๐Ÿš€ Startup / VC

Definition

The most aggressive anti-dilution protection where early investors' conversion price adjusts to match a down round price, regardless of how small the down round is. Financial punishment for daring to need more money.

Example Usage

The seed investors had full ratchet protection, so when we raised Series A at a lower valuation, their ownership percentage doubled while the founders got crushed.

Origin

Engineering term meaning complete mechanical adjustment, adopted by corporate finance

Fun Fact

Full ratchet provisions are so harsh they're considered a red flagโ€”most sophisticated investors prefer weighted-average anti-dilution instead.

Source: Venture capital term sheet structures and corporate finance

Related Terms

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