Back to All Playbooks
Venture Capital & PE Debates

Defending Fund Rights in Hostile Down-Round Recapitalizations

When a new lead investor attempts a cram-down recapitalization that wipes out early seed investors, knowing how to defend pro-rata rights is essential.

Amit Kasliwal
Amit KasliwalCEO & Founder, Dehurdle
October 16, 20234 min read
Defending Fund Rights in Hostile Down-Round Recapitalizations

The Major Investor Pro-Rata Defense

Recommended Spoken Script
"Under Section 4 of our Series Seed Investor Rights Agreement, our fund holds contractual major investor pro-rata rights. While we support new capital entering at market terms, we will fully exercise our pro-rata allocation to maintain our 8% ownership and decline any non-standard punitive pay-to-play conversion."

The 2-Minute Practice Drill

2-Minute Spoken Drill

The 2-Minute Practice Drill

Practice term sheet recapitalization debates in Dehurdle.

Follow Dehurdle on Google

Add Dehurdle to your Google Preferred Sources to see our playbooks in your AI Overviews and Google Search.

Recommended Playbooks