A committee of independent directors formed to negotiate and approve a conflicted transaction at arm's length from the interested party.
A contract binding shareholders to vote their shares in a specified way — commonly to elect directors or support a transaction.
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.