Rajah Lehal

Anti-Dilution Clause May Prevent Company from Issuing Additional Shares

July 17, 2015

The representation that the company may issue additional shares in the future means that the company may dilute the shares of the subscriber at will. A subscriber who does not wish to give the issuer the ability to dilute their shareholding may require that anti-dilution provisions to be included in the subscription agreement.

The largest shareholder (Caitlyn Limited) of Azumah Resources holding 13% of the shares, reinvested $2.1 million. As part of the investment, the subscription agreement contained an anti-dilution clause where the shareholder was to maintain its 13% equity holding for 12 months.

Read the article here.

Take away:

  • When subscribing to shares of a company, consider negotiating an anti-dilution provision in your subscription agreement to avoid having your equity holding in the company significantly diluted.
Term Sheet
Letter of Intent
Representations and Warranties
Subscription Agreement
Company Formation
Share Purchase Agreement
Investor Term Sheet
Memorandum of Understanding

Written by Rajah. Rajah Lehal is Founder and CEO of Clausehound.com. Rajah is a legal technologist and technology lawyer who is, together with the Clausehound team, capturing and sharing lawyer expertise, building deal negotiation libraries, teaching negotiation in classrooms, and automating negotiation with software.