Redemption rights are terms given to preferred shareholders that allows these investors to require a company to repurchase their shares after a specified period of time. This clause exists to protect investors from situations where a company goes public at a price lower than anticipated.

 

What are redemption rights in a term sheet?

Redemption rights provision in a term sheet are clauses that give preferred shareholders the right to require a company to repurchase their shares after a specified period of time. 

 

This clause is usually included in order to protect the investors from situations where a company goes public at a stock price lower than what was previously anticipated. The redemption rights will then be set in order to give the owners of preferred shares a set return on their investment.

 

For venture capital funds, mandatory redemption rights can be an important tool when investing in startup companies. 

 

They help protect investors from situations where a company goes public at a lower stock price than anticipated. If this happens, this clause allows for these investors to receive a certain return on their investment, even if the market value of the company is lower than expected.

 

This clause can also provide venture capital funds with greater control over a company’s future, as the fund will be able to influence executive decision-making through its voting power. A redemption right can provide a certain level of security when investing in startups, since the fund is able to receive payment even if the company fails to succeed.

 

What is a redemption clause?

A redemption clause is a contractual agreement between owners of preferred stock and the company that gives them the right to require a company to repurchase their shares after a specified period of time. 

 

This clause is used as an investment protection mechanism, allowing investors to receive a certain return on their investment even if the stock price goes public at a lower price than anticipated.

 

 

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Why would investors want a redemption right?

Investors want a redemption right because it provides them with a certain level of security and protection when investing in startup companies. With this clause, preferred shareholders are able to receive a set return on their investments even if the company goes public at a lower stock price than anticipated.

 

Redemption rights can additionally provide funds with greater control over a company’s future through voting power. This clause provides an alternative form of payment if the company fails to succeed.

 

When an investor redeems their stock at the redemption price, the company is obligated to return their investment plus any accrued and unpaid dividends, and any additional profits. This occurs when the company repurchases the shares of preferred stock that were sold to the investor, and the purchase price is usually at a redemption price that is determined by the redemption clause in the corporate charter.

 

As a practical matter, redemption rights are rarely exercised. The reason is a so called “walking dead” company doesn’t have the funds to buy back the investors’ shares. In this case, investors can that request certain penalty provisions take place. This can include a promissory note for the redemption amount and the investors can appoint a majority of the board of directors until the price is paid.

 

Are redemption rights only offered to preferred stock shareholders?

Generally yes, but there are exceptions to the rule. 

 

In some cases, common or participating stockholders may have the right to redeem their shares, depending on the terms set out in the company’s corporate charter. Redemption rights may also be provided for other classes of securities, such as bonds or certain derivatives.

 

What is the difference between a redemption and a buyback?

A redemption is when a company agrees to buy back shares of stock from preferred shareholders after a certain period of time.

 

A buyback is when the company buys back their own stocks from anyone who owns them. 

 

Is there a limit to how many shares can be redeemed?

Yes, there is a limit to how many shares can be redeemed, and the redemption clause states this number.

 

Depending on the agreement, this limit may be fixed or adjustable. In some cases, there may be an overall maximum share limit that applies for all shareholders combined or a per-shareholder limit.

 

There also may be restrictions on a redemption request such as when it can take place or other conditions that must be met in order for the redemption to occur. Ultimately, these limits are determined by the terms set out in the company’s corporate charter.

 

 

To learn more about other terms commonly used in venture capital, check out our complete VC Glossary.

 

Bottom line

Redemption rights give investors the ability to demand that a company repurchase their shares at a pre-agreed upon price within a set time frame. 

 

These provisions protect investors should a company be sold for less than its projected value. While some view them as a potential roadblock to success, others believe that having these provisions in place can actually lead to more productive partnerships between founders and VCs.

 

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