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Liquidation Preference in Venture Capital Investing

Updated: Feb 14



Venture capital (VC) investing, a key driver of innovation and entrepreneurship, often uses specific financial instruments that are unique to this domain. One such important instrument is the 'Liquidation Preference' clause in the term sheet. This article provides a comprehensive understanding of what Liquidation Preference is, its importance in the VC landscape, and illustrates its application with relevant examples.



Understanding Liquidation Preference


Liquidation preference is a clause that provides preferred stockholders (typically venture capitalists) the right to receive their investment back before any other shareholders during a liquidation event. A liquidation event could include the sale of the company, a merger or acquisition, or bankruptcy. The main purpose of liquidation preference is to protect the VC's investment in the case of an unfavorable exit event. Given the high risk associated with VC investing—where most investments do not yield significant returns—a liquidation preference clause ensures VCs have a degree of financial security in high-risk scenarios.


Types of Liquidation Preference


There are primarily two types of liquidation preference: non-participating and participating.


  • Non-participating Liquidation Preference: In this case, the VC would receive the amount of their original investment or the amount corresponding to their equity share, whichever is higher.

  • Participating Liquidation Preference: Here, the VC gets their original investment back, plus a share of any remaining proceeds corresponding to their equity share. Essentially, they get to "double-dip".


Application of Liquidation Preference: A Practical Example


To better illustrate these concepts, let's take a simple example. Suppose a VC invests $5 million into a startup for a 25% equity stake. The company is then sold for $20 million. Here's how the VC's return will differ with non-participating and participating liquidation preferences:


  • Non-participating Liquidation Preference: The VC would receive either their original investment ($5 million) or 25% of the sale proceeds (i.e., $5 million, which is 25% of $20 million), whichever is higher. Since both amounts are equal, the VC would get $5 million. The remaining $15 million would go to common shareholders.

  • Participating Liquidation Preference: The VC would first recoup their original investment of $5 million. Then, they would receive an additional 25% of the remaining $15 million ($3.75 million). Therefore, the VC would get a total of $8.75 million. The remaining $11.25 million would go to common shareholders.


Importance and Implications


Liquidation preferences can significantly affect the distribution of proceeds during a liquidation event and, as a result, greatly influence the potential returns for founders and other common shareholders. While liquidation preferences protect VCs, they could, at times, create misalignment between founders and investors, especially if the company's exit value is low. For instance, if a company in our example was sold for $7 million instead of $20 million, under a participating liquidation preference, the VC would still get $5 million, plus 25% of the remaining $2 million ($0.5 million), leaving only $1.5 million for the other shareholders. However, in a thriving startup ecosystem, competition between VCs can lead to more founder-friendly terms, including lower liquidation preference multiples or even non-participating liquidation preference clauses.


Liquidation preference is a vital element in venture capital investing. It offers a layer of protection for VCs in high-risk investments, ensuring they get their initial investment back before other shareholders in case of an exit. While beneficial for VCs, understanding the impact of liquidation preferences is also crucial for founders. They significantly influence the potential returns for the common shareholders, which often includes the founders and employees. If a liquidation preference clause is too investor-friendly, it could disincentivize the startup team, as they might see little financial upside from their efforts, especially in the case of a modest exit. On the other hand, VCs need to balance their desire to protect their investment with the need to ensure the motivation of the founding team and the startup's ability to attract further investment.


In recent years, negotiation around liquidation preference clauses has become an essential part of the fundraising process. Founders are becoming more knowledgeable about such terms and are better equipped to negotiate more equitable deals. In an increasingly competitive venture capital market, striking a fair balance in the application of liquidation preference could make the difference for VCs between securing a promising investment and losing out to a competitor with more founder-friendly terms. It is, therefore, a crucial element that both investors and founders must pay attention to during deal negotiation.


Venture capital investing, with all its potential for extraordinary returns, is a complex and high-risk domain. As such, mechanisms like liquidation preference are integral to the functioning of this ecosystem. They underline the delicate balance of power, trust, and financial prudence that fuels the spirit of entrepreneurship and innovation in the world of startups.

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