What are super pro-rata rights?
Super pro-rata rights give an investor the contractual right to invest more than their proportional share in future rounds — not just to maintain their ownership percentage (ordinary pro-rata), but to increase it, typically up to a stated cap such as “up to 20% of the next round.”
Why investors want it — and founders resist
For a seed fund, super pro-rata is a cheap option on the winners: invest small early, then buy up ownership once the company proves out. For the founder, the same clause eats the next round’s allocation — a new lead wants meaningful ownership, and if an existing investor has locked a large slice, the round becomes harder to price and to close. Many founders and later-stage leads therefore push back, offering plain pro-rata instead.
Negotiation mechanics
The battleground is scope and duration: a cap (percentage of the new round or a fixed amount), sunset after one or two rounds, conditionality on the investor actually exercising in the prior round, and whether the right survives down rounds. In Turkish practice the right is written into the shareholders’ agreement and mirrored in the articles where enforceable; enforcement rides on contractual penalties rather than corporate law, so drafting precision matters.
Super pro-rata vs. right of first refusal?
Pro-rata rights concern new shares in future rounds; a ROFR concerns existing shares being sold by a shareholder. They often coexist in the same SHA.
Is it standard?
No — plain pro-rata is standard for significant investors; super pro-rata is an ask, most common from small pre-seed/seed checks trying to preserve upside, and it is frequently negotiated away.
Related: co-sale right, extension round.
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