Did You Know? · Corporate & Commercial Contracts
Do you know a "ratchet" clause and a standard anti-dilution clause protect against different things?
Broad-based weighted average spreads the impact of a down round; a full ratchet resets the investor's price entirely.
Broad-based weighted average anti-dilution adjusts an investor's conversion price for a down round, spreading the impact across the whole cap table. A full-ratchet clause instead resets the investor's price to match the new, lower round price entirely - a far harsher term for founders that is non-standard outside distressed or highly investor-favourable rounds, but occasionally slipped into term sheets as if it were market.
