Liquidation Preference là gì?

Liquidation preference is one of the most consequential — and most frequently misunderstood — terms in a venture financing. It governs the order and amount in which investors are paid before common stockholders in any 'liquidation event,' which typically includes not just company dissolutions but also acquisitions and mergers. In a standard 1x non-participating preferred structure, investors receive back their invested capital (or 1x their investment) before any proceeds flow to common holders.

The critical variable beyond the multiple is whether the preference is 'participating' or 'non-participating.' Non-participating preferred stockholders must choose: take the liquidation preference, or convert to common and take a pro-rata share of the total proceeds. In most moderate-outcome acquisitions, non-participating preferred investors convert and share equally with common. Participating preferred stockholders, by contrast, take their liquidation preference first AND then participate pro-rata in the remaining proceeds as if they had converted — a 'double dip' that can dramatically reduce what founders and employees receive.

Consider the math: an investor puts in $5M for 20% of a company. If the company is acquired for $15M and the preference is 1x non-participating, the investor takes $5M back (the preference) or $3M (20% of $15M) — they choose the preference. If the acquisition is $50M, they choose to convert and take $10M (20% of $50M). With 1x participating preferred, they take $5M first, then receive 20% of the remaining $10M ($2M), totaling $7M — significantly more than the non-participating scenario in the $15M exit case.