Deal Terms
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Quick Answer
The ordered hierarchy of how different shareholder classes receive proceeds in a liquidity event, from most senior to most junior.
The liquidation stack (or liquidation waterfall) describes the priority order in which different classes of shareholders receive proceeds during a liquidation event (acquisition, dissolution, or other liquidity event). Later-stage preferred stock typically sits at the top (most senior), followed by earlier preferred rounds, then common stock and option holders at the bottom. The stack determines who gets paid first and how much remains for each subsequent layer.
In Practice
The company's liquidation stack had Series C ($50M, 1x non-participating) at the top, followed by Series B ($30M, 1x participating), Series A ($10M, 1x participating), then common shareholders. When the company sold for $120M, Series C took $50M off the top, Series B took $30M plus participation, leaving only $15M for Series A participation and common holders.
Why It Matters
The liquidation stack determines actual returns for every stakeholder in an exit. Many founders don't understand their position in the stack until a liquidation event reveals that their common shares receive far less than expected after preferred investors take their cut.
VC Beast Take
Complex liquidation stacks with multiple rounds of participating preferred can create situations where a company exits for a seemingly large number but founders and employees receive surprisingly little. This is why understanding the full stack — not just your own terms — is critical before any exit negotiation.
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The liquidation stack (or liquidation waterfall) describes the priority order in which different classes of shareholders receive proceeds during a liquidation event (acquisition, dissolution, or other liquidity event).
Understanding Liquidation Stack is critical for founders navigating the fundraising process. It directly impacts deal terms, valuation, and the relationship between founders and investors.
Liquidation Stack falls under the deal-terms category in venture capital. This area covers concepts related to the financial and legal terms that define investment agreements.
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