[deathanatos]

Are "liquidation preference" shares just tagged as being worth more than their actual value though? I can't reconcile how they could get paid "according to the number of shares and the valuation of those shares" and have there be nothing left over for the non-preferred stock. If the founders/VCs have any n% of a, say, $10M acquisition, that still has to leave money for everyone else, unless the total number of shares is >100%, someone has a funny idea of a $10M company being worth more than the $10M that was paid for it, or there is something else going on.

My understanding is that you're perfectly correct, however — I'm just trying to demonstrate how I don't really "get" it. I presume there's some other number involved in the "liquidation preference" that is visible to those involved that make it more than a mere n% of company calculation.

Edit: Googling this, it seems like these special investors get to recoup their investment if the company is selling for less than what they valued it at at their time of investment. (And since it seems like this generally applies to VC firms, I gotta say, this is really lame. It was a bad investment, but you know the actual employees took a lot more risk in it, and yet the VCs get a better return — albeit a loss.)

[jartelt]

Yes, preferred shares are worth more than shares of common stock. They are valued more highly because of the liquidation preference and other rights. In a great exit, the preferred shares are typically converted to common stock and everyone wins. In a not so great exit, the preferred share rights kick in and the folks with common stock may not get paid.

[Spoom]

If you have preferred shares, you often have a "2X liquidation preference"[1] or other multiple. This means that you are guaranteed to get at least two times your initial investment in a liquidation event, even if the value of your shares at the time is less than that amount.

This can (and often does) eat into the common stockholders' (e.g. employees) liquidation amounts.

1. https://www.businessinsider.com/how-liquidation-preferences-...

[pge]

In my experience (~ 20 years at institutional VC funds), 2x preference (or anything above 1x) is extremely rare. It comes up only when there is a distressed situation, and the investors do not believe that they will receive any money beyond their liquidation preference (i.e. other junior liquidation preferences will consume the rest of the proceeds from the sale of the company).

[PeterFBell]

I saw it around the dot-com days along with a lot of other extremely dubious terms for extremely desperate founders - at least in NYC.

Agreed that more than a 1x liquidation preference these days would generally be surprising, but in a low end scenario or with a few big rounds, all it takes is a 1x to wipe out any upside for founders and employees, but if you're deemed worth it, the acquiring company can offer you a worthwhile incentive to stick around.