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Anti-Dilution Provision


An anti-dilution provision is a clause included in investment agreements that offers protection to investors from the dilution of their stake in a company. This dilution can happen when the company issues additional shares at a price lower than what existing shareholders have previously paid. Therefore, the provision helps to maintain the investor’s percentage of ownership in such events.


The phonetics for the keyword “Anti-Dilution Provision” are:Anti: æn – t aɪ Dilution: daɪ – l u: – ʃ ə n Provision: p r ə – v ɪ ʒ ə n

Key Takeaways

<ol><li>Anti-Dilution Provision is a protective clause – Anti-Dilution Provision is set up to protect investors from the dilution of their ownership in the company, which might happen when the company issues more shares or options to new investors and employees. This protection means that they maintain certain rights over their initial investment.</li><li>Types of Anti-Dilution Provisions – There are two major types of Anti-Dilution Provisions. Full ratchet anti-dilution adjustments, where an investor is entitled to as many shares as needed to maintain their percentage ownership. And, weighted average anti-dilution adjustments, where the number of shares is adjusted based on the weighted average of the price at which the shares were sold.</li><li>It may dissuade potential investors – While these provisions protect early investors, they may not be appealing to potential future investors. The reason being, these provisions can limit the potential returns on the risk they are taking by investing in a startup or growing business that has more inherent risk than a stable, established business.</li></ol>


An Anti-Dilution Provision is crucial in business and finance as it protects the interests of investors, particularly in start-ups and rapidly evolving business environments. This provision is designed to safeguard shareholders, especially those holding preferred stock, from the dilution of their ownership stake that could occur in the event of further issuance of shares in a company. It essentially maintains the value and proportional ownership of a shareholder’s investment, even when future rounds of funding, stock splits, or mergers and acquisitions take place. Without such protections, an investor’s original stake could be significantly reduced, undermining the value and potential returns of their investment.


The main purpose of an Anti-Dilution Provision is to protect investors, particularly those who hold preferred stock, from the eroding effects of dilution on their ownership stakes in the event of a company issuing additional shares in the future. This usually happens during follow-on fundraising rounds where a company might lower its valuation due to poor performance, commonly referred to as a ‘down round’. During a down round, new shares are issued at a lower price than in previous rounds, which, in absence of an anti-dilution provision, can lead to the undesirable scenario of decrease in value of the original shareholders’ investment. Utilizing an Anti-Dilution Provision maintains the value of the investment for existing shareholders by issuing them additional shares without further investment during a down round, thereby preserving their proportionate control and voting rights. There are generally two types of anti-dilution protections – Full Ratchet and Broad-Based Weighted Average. Full Ratchet is more investor-friendly where their ownership percentage is kept intact as if they had initially purchased at the later, lower price. The Broad-Based Weighted Average is less severe, taking into account the number of shares issued in the down round relative to total outstanding shares, and adjusting the conversion price proportionately. Regardless of the type used, the basic function of anti-dilution provisions is to preserve shareholder value in the face of fundraising events that could otherwise devalue their holdings.


1. Start-Up Business Example: In a situation where a start-up company issues its first round of shares to a seed investor, an anti-dilution provision could be included in the deal. This means that if the company issues additional shares in the future at a lower price, the seed investor’s interests aren’t watered down and they will receive additional shares to maintain their initial percentage of ownership. 2. Mergers and Acquisition Example: When company A decides to merge with or acquire company B, the shareholders of company A might have an anti-dilution provision. This provision would safeguard them in case company B issues more shares to bring more money to the table, diluting the ownership of existing shareholders of company A. To balance this, Company A’s shareholders would receive extra shares via their anti-dilution rights.3. Equity Financing Example: A private equity firm may include an anti-dilution provision when investing in a company. So, if the company later issues additional equity at a reduced price, whether to bring on new investors or in a down round, the private equity firm is protected from having its ownership stake diluted. They would either receive additional shares at no cost or have the option to buy more at the lowered price.

Frequently Asked Questions(FAQ)

What is an Anti-Dilution Provision?

An Anti-Dilution Provision is a clause in an option or convertible security, which protects an investor from dilution resulting from later issues of stock at a lower price than the investor originally paid.

How does the Anti-Dilution Provision work?

The provision generally adjusts the price at which the instrument can convert into common shares so that the investor can receive more shares upon conversion as a compensation for the price reduction.

Why are Anti-Dilution Provisions important in business finance?

They are important because they protect the investors’ stake in the corporation, particularly when additional shares are issued in subsequent financing rounds, or in the event of stock dividends, stock splits, and consolidations.

Where are Anti-Dilution Provisions commonly found?

Anti-dilution provisions are normally found in the terms of convertible preferred stock, convertible notes or in investor rights agreements.

Are there different types of Anti-Dilution Provisions?

Yes, there are mainly two types of anti-dilution provisions: full ratchet and weighted average. Full ratchet is the more severe of the two, as it allows for the conversion price to be reduced to the new issuance price. Weighted average, on the other hand, adjusts the conversion price based on the price and number of the new issuance and previously issued securities.

When do Anti-Dilution Provisions get triggered?

Anti-Dilution Provisions are triggered when a company issues shares at a price less than the conversion price of the convertible securities. It’s commonly activated during a “down-round” when shares are issued at a lower price than in previous rounds.

Do all investors get Anti-Dilution Provisions protection?

Not always. It depends on the contractual agreements between the company and the investors. Therefore, the use of such provisions typically requires negotiation.

Can Anti-Dilution Provisions be risky for companies?

Yes. While these provisions protect the investor, they can increase the company’s outstanding share count which can in turn cause the company’s earnings per share to decrease. This may lead to an eventual drop in the company’s stock price.

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