That way, if the company sells shares in a future round at a lower price than it is selling them for now, in this round-the down round-the investor's equity percentage will not be diluted that substantially.
distribution of dividends. Such privileges do not exist on common shares, which are typically held by founders. Negotiation between preferred and common shares boils down to where, how much protection, and return compared to founders and other stakeholders investor will be entitled to. This process is centrally linked with the idea of valuation, because it determines how much ownership is gained by the investor for every cent of capital invested in the company. Thus, a greater valuation will mean less dilution for the founders. The contrary is true for investors; the lower the valuation, the more the company belongs to investors and therefore the more likely they are to increase their share and returns. Typically, founders desire to get as much valuation as possible because they wish to retain control, while investors tend to drive for a lower valuation so that they can enhance their equity percentage as well as their returns

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