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Most Favored Nation (MFN) Clause in Venture Capital Investing

Updated: Feb 28


Venture capital (VC) is a form of private equity financing that is provided by venture capital firms to startups and early-stage companies that have been deemed to have high growth potential. As part of the VC investment process, numerous terms and conditions are negotiated and laid out in the terms sheet. One such term is the Most Favored Nation (MFN) clause.



Understanding the Most Favored Nation (MFN) Clause


In the context of venture capital, a Most Favored Nation (MFN) clause is a provision in an investment agreement that guarantees certain investors the right to the same terms and conditions as any future investors. This clause protects investors from potential dilution of their investment value by ensuring that they receive the same favorable terms given to any future investors. The MFN clause is typically invoked in scenarios where an investor is making an early-stage investment and there is a possibility of future fundraising rounds. The investor is essentially seeking protection against the risk that later investors may receive better terms.


How does the MFN Clause Work?


Here's a practical example to illustrate the workings of an MFN clause: Suppose Investor A invests $1 million in a startup at a $10 million pre-money valuation. Therefore, Investor A owns 10% of the company post-investment. This round of investment does not include an MFN clause in the terms. Later, the company runs into financial difficulties and conducts another fundraising round. This time, Investor B invests $1 million at a $5 million pre-money valuation, effectively getting 20% of the company for the same investment amount as Investor A. Without an MFN clause, Investor A is disadvantaged as they received a less favorable deal compared to Investor B. However, if an MFN clause had been in place, Investor A would have the right to claim the same terms as Investor B, therefore maintaining their relative ownership percentage.


Advantages of the MFN Clause


  • Protection from Dilution: As seen in the example above, the MFN clause can protect early investors from dilution when future rounds of fundraising occur at lower valuations.

  • Investor Confidence: With an MFN clause, investors can invest with greater confidence, knowing they will receive the same terms as future investors.

  • Attracting Early Investment: For startups, offering an MFN clause can attract early investment, as it provides a level of protection to the investors.


Disadvantages of the MFN Clause


  • Complications in Future Rounds: MFN clauses can make future fundraising rounds more complex. New investors may be less willing to invest if they know their terms will be matched by earlier investors.

  • Potential Disputes: Interpretation of the MFN clause can lead to legal disputes, particularly around what constitutes a 'better' deal.

  • Limiting Flexibility: Startups may find their hands tied in negotiating terms with future investors due to the MFN clause.


The Most Favored Nation clause can be a powerful tool for protecting investor interests in venture capital deals. However, it is not without its potential drawbacks. As with all investment terms, it should be considered carefully, ideally with the advice of experienced legal and financial advisors.


Whether you are an investor looking to protect your investment or a startup looking to attract early-stage capital, understanding the implications of the MFN clause is crucial. By ensuring that all parties are aware of the terms and conditions of an investment agreement, the MFN clause can contribute to a successful venture capital deal.

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