A most favored nation (MFN) provision protects an early investor by entitling them to adopt the more favorable terms of any later investor in a comparable instrument. It is common in SAFEs and convertible notes issued before a priced round.

MFN guards against the company quietly offering better caps or discounts to subsequent investors. It is typically limited to instruments of the same type issued before the next equity financing, and the investor must usually elect later terms as a package rather than cherry-pick clauses.

Related practice areaInvestment Management →