antidilutionsäännöksiä

Antidilutionäännöksiä, or anti-dilution provisions, are clauses in investment agreements, typically found in venture capital or convertible note financing, designed to protect investors from the dilutive effects of future share issuances at a lower price. When a company issues new shares at a price per share lower than what an investor previously paid, this is known as a down round. Without anti-dilution protection, the investor's percentage ownership in the company would decrease, and the effective price per share they paid would be higher than that of the new investors.

There are several types of anti-dilution adjustments. The most common are full-ratchet and weighted-average. Full-ratchet anti-dilution adjusts the conversion price of an investor's convertible securities down to the price of the new, lower-priced shares, regardless of how many new shares are issued. This offers the strongest protection to the investor. Weighted-average anti-dilution, on the other hand, uses a formula that considers both the price of the previous investment and the price and number of shares issued in the new, dilutive round. This method results in a less severe adjustment than full-ratchet and is more common as it balances investor protection with the company's need for flexibility in future fundraising.

These provisions are crucial for maintaining the value of early-stage investments. They ensure that investors who took on higher risk in the early stages are not unfairly penalized by subsequent funding rounds at lower valuations. However, overly aggressive anti-dilution clauses can make it difficult for a company to raise future capital, as they can significantly reduce the effective price for new investors. Therefore, the specific terms of anti-dilution provisions are often a point of negotiation between investors and companies.