1. Definition and Impact

What is Dilution: Dilution occurs when a company issues new shares, thereby reducing the ownership percentage of existing shareholders.

Impact on Ownership: As more shares are issued, the ownership percentage of the founders and early investors decreases. This can affect control over the company and the value of the founder’s equity stake.

2. Valuation and Ownership

Pre-Money vs. Post-Money Valuation: Pre-money valuation is the value of the company before new investment, and post-money valuation is after the investment. Understanding these terms is crucial because they determine how much equity will be given to new investors.

Equity Reduction: Founders need to be clear on how much equity they are willing to give up in exchange for investment and how it will impact their ownership and control.

3. Types of Dilution

Equity Dilution: Occurs when new shares are issued, reducing the percentage ownership of existing shares.

Price Dilution: Happens when new shares are issued at a price lower than the price paid by earlier investors, potentially devaluing the earlier shares.

Option Pool: Establishing an employee stock option pool also causes dilution. Founders must plan for this to retain and attract talent.

4. Investor Terms and Protections

Anti-Dilution Provisions: Some investors may seek protection against dilution through anti-dilution clauses, such as weighted average or full ratchet provisions. These can significantly impact founders’ ownership if not carefully negotiated. This is why these provisions should be tailored to the specific investment and will ultimately depend on the bargaining power of the parties involved.

Rights and Preferences: Understanding the terms and preferences investors might have, such as liquidation preferences, can help founders foresee how future rounds of financing will impact their equity stake.

5. Long-Term Strategy

Capital Planning: Founders should have a clear long-term capital strategy, anticipating future funding rounds and their cumulative effect on dilution.

Balancing Growth and Ownership: It’s crucial to strike a balance between raising funds for growth and maintaining enough ownership and control to drive the company forward.

HOW CAN LOGAN & PARTNERS HELP?

By getting legal advice on the planning and execution phases of dilution, you can better prepare for future scenarios. This helps you make informed decisions that balance your need for capital with keeping control and maximizing your ownership stake in the long run. We invite you to book a free 15-minute consultation with our experienced lawyers to answer your questions and provide advice tailored to your specific situation.