Anti Dilution Clause In Shareholders Agreement India

Totalratchet: When shares are issued at a price per share below the price per share paid by the Company`s existing investors, the share price/conversion price of existing investors is revised to the price at which the new shares are issued. In such a scenario, either additional shares are issued to existing investors to reflect on surpluses after such a price adjustment, without the existing investors making additional payments, or without the conversion price being revised at the price of the issuance of those shares. Therefore, the “Crat” method does not take into account the number of shares of existing investors or the number of shares issued in the next investment phase, but only takes into account the price at which the new shares are issued and the new price applies to all shares of existing shareholders. Thus, the complete ratchet method of anti-dilution is very hard for the company and the founders compared to the medium large-scale weighted method. The share of the founders can also be heavily diluted if a complete determination of the ratchets is implemented. It is not uncommon for private equity and venture capital portfolio companies to be in charge of several financing cycles to finance the growth of their businesses. These subsequent financings generally reflect the increase in portfolio valuations since the last cycle. But this is not always the case and this is where anti-dilution is born. The term anti-dilution essentially means that when a company receives a second round of financing at a price per share below the price obtained by the shares obtained in the first round of financing, the investors of the first round are protected from the dilution of the shares that results by exercising the anti-dilution clause. Such an environment can lead to “low rounds” where investors subscribe to shares of a company at a lower valuation than previous investors. Down, round rounds to a considerable dilution of existing founders, employees and investors.