Article

Liquidation Preference

August 22, 2026 · Aditya Gupta

Business Finance

Liquidation preference is the contractual right of preferred shareholders (typically VCs) to receive their investment back — plus a multiple — before common shareholders (typically founders, employees) receive anything in a liquidation event (sale, dissolution). 1× non-participating is founder-friendly: investor gets back their investment or pro-rata share of proceeds, whichever is higher. 1× participating: investor gets investment back THEN shares pro-rata in remaining proceeds with common. 2-3× participating is aggressive: investors get 2-3× investment back THEN share remainder. Liquidation preferences stack in down rounds, leaving founders with negligible exit proceeds even on 'successful' sales.

Corporate Finance

Related terms

Back to the finance glossary