Deal Terms
Buyback Provision
A clause allowing a company to repurchase shares from investors or employees under specified conditions.
A buyback provision gives a company the right (but not the obligation) to repurchase shares from shareholders under defined circumstances. In venture capital, buyback provisions can apply to unvested founder shares (upon departure), investor shares (at predetermined prices or multiples), or employee equity (upon termination). The terms typically specify the buyback price, triggering events, and timeline.
In Practice
When the co-founder left after 18 months, the company exercised its buyback provision to repurchase her 500K unvested shares at the original exercise price of $0.01/share, returning them to the option pool.
Why It Matters
Buyback provisions protect companies from departed employees or founders retaining large equity positions. They also provide a mechanism for cleaning up cap tables and managing the equity pool efficiently.
VC Beast Take
Buyback provisions should be fair and clearly defined. Forcing buybacks at nominal prices for vested shares is considered aggressive and can create legal issues. The best approach distinguishes between vested shares (bought back at fair market value) and unvested shares (at original price).
Related Concepts
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