Full Ratchet
定義
Full ratchet is the aggressive form of anti-dilution protection: in a down round, earlier investors’ conversion price resets entirely to the new lower price, regardless of how few new shares are issued.
資金調達における位置づけ
Full ratchet terms shift down-round pain almost entirely onto founders and employees; standard practice is the milder broad-based weighted average instead.
よくある質問
Should founders accept full ratchet terms?
Almost never at early stages; it is a red-flag term worth negotiating hard against, and most credible investors do not ask for it.
What is the standard alternative?
Broad-based weighted average anti-dilution, which adjusts price proportionally to the size of the down round.