What is Liquidation Preference?

What is Liquidation Preference?

In the dynamic landscape of acquisitions, startups, and venture capital, understanding the nuances of financial structures is paramount. One such critical element is "liquidation preference." In this blog post, we will delve into the liquidation preference structure, provide a liquidation preference example, discuss what to look out for when it's included, and explore whether liquidation preference primarily benefits founders or investors.

Liquidation Preference Structure

At its core, liquidation preference is a protective mechanism for investors. It represents the order in which various stakeholders, such as preferred shareholders and common shareholders, receive their share of the proceeds in the event of a startup exit, typically through an acquisition or IPO.

There are two primary types of liquidation preference structures:

  1. Non-Participating Preferred Stock
    1. In this structure, investors can choose between either receiving their liquidation preference or converting their preferred stock into common stock to share in the remaining proceeds with other shareholders.
    2. This structure protects investors from downside risk but doesn't allow them to "double dip" by receiving both their liquidation preference and a share of the remaining proceeds.
  2. Participating Preferred Stock
    1. Participating preferred stockholders receive their liquidation preference first and then participate alongside common stockholders in the remaining proceeds.
    2. This structure provides investors with the opportunity to enjoy additional returns beyond their liquidation preference.

Liquidation Preference Example

Let's consider a hypothetical scenario to illustrate how liquidation preference works:

Suppose a startup with a liquidation preference of $10 million is acquired for $20 million. In a non-participating preferred stock scenario, the investors would receive their $10 million first, and the remaining $10 million would be distributed among common shareholders. In a participating preferred stock scenario, the investors would receive their $10 million and then also share in the remaining $10 million with common shareholders.

Why to Look Out for When a Liquidation Preference is on your term sheet

Entrepreneurs and investors alike should carefully examine the terms of the liquidation preference, as its presence can significantly impact the distribution of proceeds. Key considerations include:

  1. Impact on Founder Equity - A high liquidation preference can dilute founder equity, reducing their share of the acquisition proceeds.
  2. Investor Protection vs. Founder Alignment - While liquidation preference protects investors, it's crucial to strike a balance to ensure alignment between founders and investors' interests.
  3. Potential Downside for Common Shareholders - Excessive liquidation preference can leave common shareholders with minimal or no proceeds, impacting employee incentives and morale.

Is Liquidation Preference for Founders or Investors?

In essence, liquidation preference is a tool primarily designed to protect investors. While it provides a safety net for them, founders need to carefully negotiate the terms to avoid potential drawbacks. Striking a fair balance ensures that both founders and investors are aligned in their goals and interests, fostering a healthier and more sustainable startup ecosystem.


Liquidation preference is a critical aspect of startup finance that demands attention and understanding from both founders and investors. By comprehending the nuances of liquidation preference structures, examining examples, and considering the implications, stakeholders can navigate the complex landscape of startup exits more effectively. In the ever-evolving world of acquisitions, startups, and venture capital, staying informed about financial mechanisms like liquidation preference is key to success.

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