Lesson content
Scroll through numbered sections or jump via the outline.
What you'll take away
- Founders and investors hold equity with voting and dividend rights per SHA.
Equity shares (ordinary)
Founders and investors hold equity with voting and dividend rights per SHA.
Priced round sets pre-money valuation → price per share.
Dilution = new shares ÷ (old shares + new shares).
CCPS and CCDs
CCPS: preference shares convertible to equity; liquidation preference possible.
CCD: debentures convertible to equity; treated as debt until conversion.
Investors use these for downside protection and regulatory flexibility.
Convertible notes / SAFEs
Invest today, convert at next priced round with valuation cap and/or discount.
Watch Companies Act and FEMA if foreign investors involved.
Document interest rate, maturity, and what happens if no future round.
ESOP pool interaction
Investors often ask for 10–15% option pool created pre-money or post-money — massive dilution difference.
Negotiate pool size against hiring plan, not template.
Founder homework
Model three scenarios on a cap table: seed, pool expansion, Series A.
Ask lawyer to explain liquidation preference in exit at 1× non-participating vs participating.