LogoAI Finance Tools

Full Ratchet

Anti-dilution protection resetting preferred stock conversion price to the lowest price of any subsequent share issuance.

Full ratchet is the most aggressive form of anti-dilution protection available to preferred stockholders in venture capital and private equity transactions. Under full ratchet anti-dilution, if a company issues new shares at a price lower than the original preferred stock purchase price (a 'down round'), the conversion price of the existing preferred stock is reset to the new, lower price—regardless of how many shares are issued at that price.

The impact of full ratchet is severe for founders and common stockholders. Even a single share sold at a lower price triggers the full reset. If investors originally paid $10/share and a new investor buys one share at $1/share, the original investors' conversion price resets to $1/share—dramatically increasing the number of common shares they will receive upon conversion and massively diluting everyone else.

Full ratchet anti-dilution is considered very investor-friendly and is relatively uncommon in modern venture capital—it was more prevalent in the era of corporate venture and bridge financing in the 1990s and early 2000s. Most contemporary VC term sheets use weighted average anti-dilution instead, which more moderately adjusts the conversion price based on both the price and quantity of new shares issued.

Founders and employee option holders bear the most severe dilution from full ratchet provisions because their equity does not receive anti-dilution protection. For this reason, company-friendly term sheets explicitly exclude full ratchet, and founder-favorable term sheet provisions from organizations like the NVCA standardize on broad-based weighted average anti-dilution.

Some full ratchet provisions include a 'carve-out' exempting certain issuances—employee option pool expansions, convertible debt conversions—from triggering the ratchet.

FAQs

Why is full ratchet considered founder-unfriendly?

Full ratchet is founder-unfriendly because it allows a single share issued in a down round at any price to reset the conversion price of all previously issued preferred stock to that price, massively increasing the number of shares investors receive upon conversion. This extreme dilution severely reduces founder and employee ownership percentages, can create structural incentive problems (founders may have little equity left to motivate them), and can make the company unattractive to new investors who see an existing investor with full ratchet rights taking most of the equity in a turnaround scenario.

How does full ratchet differ from weighted average anti-dilution?

Full ratchet resets the conversion price entirely to the new lower price regardless of how many shares are issued. Weighted average anti-dilution adjusts the conversion price based on a formula that weights both the new lower price and the number of new shares issued relative to existing shares. Weighted average produces a much smaller conversion price adjustment when the down-round issuance is small, and only fully resets to the new price if an extraordinarily large number of shares are issued. This makes weighted average far less punishing for founders and common stockholders in typical down-round scenarios.

In what situations might full ratchet be acceptable to founders?

Full ratchet provisions might be acceptable when a company is in a distressed situation and needs capital from an investor who insists on full protection, when the investment size is small and the risk of triggering the provision is considered low (bridge financing), when the company and founders have significant leverage and negotiated other extremely favorable terms in exchange for accepting full ratchet, or when the founders believe strongly that no down round will occur. In practice, experienced startup counsel typically advises against accepting full ratchet under any normal circumstances.

Related Terms

Tools for this concept

AngelList Equity encompasses the equity management and investment infrastructure services that AngelList provides to startups, investors, and syndicates within its sprawling startup ecosystem. AngelList's position as the largest online platform for startup-investor connections gives its equity services unmatched distribution — millions of founders and investors interact through AngelList, making its equity infrastructure an natural extension of those relationships. The Stack product provides startups with US company formation, initial cap table setup, SAFE issuance, and banking in a bundled startup-in-a-box package. AngelList's SPV (Special Purpose Vehicle) service enables angel investors to pool capital and invest as a single vehicle into startups, with AngelList handling fund administration, K-1 generation, and regulatory compliance for each SPV. Rolling Funds allow investors to raise capital on a quarterly subscription basis, democratizing venture fund management for emerging managers. The equity management tools track option grants, vesting schedules, and cap table updates through the AngelList platform with integration into AngelList's broader investor and talent marketplaces. Carry tracking and distribution management handle the economics of SPV and fund investments. For founders deeply embedded in the AngelList ecosystem — using it for recruiting talent or raising angel rounds through syndicates — the equity management services create natural integration. For investors running multiple SPVs or building an emerging manager brand, AngelList's fund infrastructure eliminates significant operational complexity.

Gust is a startup investment platform that connects early-stage founders with angel investors, accelerators, and startup programs, providing equity management tools alongside the funding relationship infrastructure. Originally launched as the standard platform for organized angel investing globally, Gust has expanded to offer cap table management, online SAFE and note issuance, and equity documentation tools for pre-seed and seed-stage startups. The platform is used by thousands of angel groups, accelerators, and incubators globally as their standard application, evaluation, and portfolio management system — meaning many accelerator applications are submitted and processed through Gust by default. For startups, Gust provides a managed company profile that serves as a pitching document for investors browsing the platform. Cap table management covers basic equity tracking with support for SAFEs, convertible notes, and common stock. Online closing tools enable remote issuance of SAFEs and convertible instruments with electronic signature, reducing legal costs for standard seed financing documents. The launch package provides access to state-specific formation documents and standard legal templates. Gust's investor portal gives angels a portfolio management view across all their Gust-connected investments. While Gust lacks the equity management depth of Carta or Pulley for post-seed companies, it serves a specific and valuable role as the standard platform for the angel investing ecosystem — making it a natural first equity management tool for companies raising their first institutional money from angel groups and accelerator programs.

Qapita is an equity management and fintech platform serving startups and growth companies across Southeast Asia and India, providing cap table management, employee equity administration, and secondary share liquidity services adapted for regional markets. The platform covers equity management across Singapore, India, Vietnam, Malaysia, Indonesia, and other SEA markets, with jurisdiction-specific compliance for each country's company law, tax regulations, and securities requirements. Cap table management tracks equity across multiple share classes, convertible instruments, and option pools with real-time dilution calculation and shareholder analytics. Employee ESOP administration handles option grant documentation, vesting schedule tracking, exercise workflows, and the jurisdiction-specific tax compliance for employees in each covered country. The secondary marketplace capability is a distinctive feature — Qapita provides a liquidity platform where employees and early investors can sell equity in private companies, addressing the illiquidity problem that makes pre-IPO equity difficult to value for retention purposes. This secondary market functionality has particular relevance in Southeast Asia where IPO timelines are less predictable and employees may need liquidity options before an exit event. 409A equivalents and local valuation support cover the fair market value determinations required for option pricing in each jurisdiction. Integration with legal tools and cap table-aware document management simplifies the due diligence process for fundraising. For Southeast Asian and Indian founders managing equity complexity across multiple legal jurisdictions where US-centric platforms provide inadequate regional coverage, Qapita's multi-market expertise provides meaningful practical value.