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Liquidation Preference

Liquidation preference is a critical term in venture capital agreements that determines the payout order among shareholders if a company is liquidated, sold, or goes bankrupt.

What is Liquidation Preference?

Liquidation preference establishes which investors get paid first and how much they get paid in the event of a liquidation event such as the sale of the company, a merger, or bankruptcy. This term is crucial in protecting the investments of preferred shareholders, typically venture capitalists or other early-stage investors.

Why Liquidation Preference is Important:

Liquidation preference ensures that in the event of a company's sale or dissolution, investors who hold preferred shares are compensated for their risk before other types of equity holders, such as common shareholders or employees with stock options. It is a safeguard that compensates for the higher risk undertaken by early investors in a startup.

Types of Liquidation Preferences:

Non-Participating Liquidation Preference:

Investors with this preference can choose to either receive their initial investment back (plus any declared but unpaid dividends) or convert their shares into common shares and share the remaining assets.

Participating Liquidation Preference:

Investors receive their initial investment back first and participate in distributing the remaining assets with common shareholders.

Why Liquidation Preference is Relevant to a Growing Company:

Understanding and negotiating liquidation preferences is crucial for growing companies, particularly those seeking venture capital. These terms can significantly affect the returns for both founders and investors during an exit. Companies must strive for balance—offering attractive terms to secure investment while not overly diluting future payouts to founders and employees.

Challenges and Considerations in Liquidation Preferences:

Negotiating liquidation preferences requires careful consideration of the company's valuation, projected growth, and the investor's risk appetite. Investor-friendly terms may discourage future investors or demoralize founders and employees with lower priority in exit scenarios.

Strategic Use of Liquidation Preferences in Business:

Businesses can use liquidation preferences as a negotiation tool to attract early investment while managing financial risk. By adjusting the terms of the liquidation preference, companies can align investor interests with those of the company, ensuring that all parties have a stake in the company's success.


Liquidation preferences are a fundamental element of equity financing, providing security for investors while enabling companies to manage financial risk effectively. Understanding and strategically negotiating these preferences are vital for ensuring long-term success and alignment of interests among all shareholders in a company.