A banker's written opinion that the price in a transaction is fair, from a financial point of view, to a specified party — used to support a board's decision.
A schedule under which a founder earns ownership of their shares over time, with unvested shares subject to repurchase if they leave early.
A shareholder's statutory right to refuse a merger price and have a court determine the fair value of their shares instead.
A preferred-stock provision that lowers the conversion price if the company later raises money at a lower valuation, protecting investors from a down round.
A financing term that penalizes investors who <em>don't participate</em> pro rata in a new round, typically by converting their preferred into common.
A minority protection letting smaller holders <em>join a sale</em> a majority shareholder has negotiated, selling on the same terms rather than being left behind.