Antidilutionäännöksiä

Antidilutionäännöksiä, commonly known as antidilution provisions, are clauses in investment agreements, typically in venture capital or preferred stock financings, designed to protect investors from dilution of their ownership percentage. Dilution occurs when a company issues new shares, which can decrease the relative ownership of existing shareholders if they do not participate in the new issuance.

These provisions adjust the conversion price of preferred stock into common stock if the company subsequently issues new shares at a lower price than what the preferred stockholders originally paid. The primary purpose is to ensure that the value of the preferred stock, as measured by the initial investment price, is maintained or protected.

There are generally two main types of antidilution provisions: full ratchet and weighted-average. A full ratchet antidilution provision is highly protective for investors. If a new issuance occurs at a lower price, the conversion price of all previously issued preferred stock is adjusted down to that new, lower price, regardless of how many shares were issued. This can significantly reduce the ownership percentage of founders and other common stockholders.

A weighted-average antidilution provision is less punitive to existing shareholders. It adjusts the conversion price based on a formula that considers both the price of the new shares and the number of shares issued. There are two common forms of weighted-average: broad-based and narrow-based. Broad-based typically includes all outstanding shares in the calculation, while narrow-based focuses only on shares held by common stockholders and potentially other preferred stockholders. The specific formula used can have a material impact on the level of protection afforded to investors and the extent of dilution for others.