Anti-Dilution Protection: A clause in a contract which protects some investors from their equity or shares’ dilution when other investors buy stock in a company. This is often applied when shares in a company are sold at a value less than the amount paid originally by existing investors.

Articles of Association:A critical document which outlines the rights and restrictions attached to a company, as well as the said company's share classes and share structure. This includes information about shareholder voting and selling rights.

Assets Under Management:This includes all financial assets managed by a venture capital fund.

Associate:A member of a venture capital firm. A step up from analysts, associates carry out more in-depth research and carry out due diligence.

B

B2B Short for Business to Business. Simply refers to any company which does business with other businesses as their primary focus.

Bad Leaver: This happens when an employee or staff member leaves a company and violates agreed procedures. When this occurs, the “bad leaver” disqualifies themselves from share or equity payouts. In extreme circumstances, they are not allowed to hold onto their existing shares or receive money for them. An example of a bad leaver would be an employee fired for gross misconduct or someone who resigns before an agreed date of departure.

Board of DirectorsCustodians of a company. The board of directors (“board” for short) looks after a company's affairs and makes major decisions about its future. To have a seat on a board usually requires investment. For that reason, most boards are made up of investors or investor representatives.

Bridge Loan: A loan which bridges a financial gap. Usually used to finance a business when it is in negotiations with a large investor, to keep the business running until new investment or revenue is generated..

Burn Rate: The amount of money a company is using over a specified time. For example, a monthly burn rate. Used by venture capitalists to gauge how sustainable a target company's expenditure is.

Business Plan: A blueprint charting exactly how a business and its products will be developed, marketed, and delivered to consumers. It also includes financial cost breakdowns and projections.

Buyout:A way for an investor or founder to exit a business. It occurs when another investor offers to”buyout” another investor or founder's shares to gain more control of a business.

C

Cap:A limit placed on any transaction, usually financial. This could be a cap on fundraising or expenditure. It could also be a cap on the price of shares or a cap on the the number of products being manufactured.

Capital: This refers to monetary assets that a company, group, or individual has access to for business use. You might also hear the term “working capital” to describe this, though that is most usually applied to available cash.

Capitalization Table A summary list for a startup. Includes investor and shareholder details such as their names, percentage of ownership, and any shares or stock class they own

Capital: A chief executive officer. Responsible for all managerial decisions, and ultimately in charge of the business unless removed by a board of directors.

Capital Gains : Any profit made from the sale of property or an investment. Usually taxed by governments.

Carried Interest (Carry): A fee often charged by venture capital firm managers. Usually 20% of any generated profits. This insentivizes managers of venture capital funds to ensure that they are investing their clients' money in profitable businesses. This 20% fee usually only happens if an investment performs beyond an agreed threshold.

Cash-on-Cash Return: How much an investment generates in relation to the original amount. For example, if an investor invests $10,000 in a business which is then later bought and they receive $100,000 in return – that is a cash-on-cash return of 1000%. Also known as Multiple on Invested Capital (MOIC).

Compliance A company is in compliance when they follow all regulations and laws which are salient and binding

Convertible Note: A legally binding agreement that if an investor loans an agreed amount of money to a business, that it can be converted into equity at a later date. For example, an investor lends $50,000 to a business with an annual interest rate of 10%. After one year, the business performs a share issue, giving that investor shares equal to $55,000. That's the original amount, plus the 10% accrued interest as equity.

Convertible Preferred Shares An agreement where shareholders can convert their preferred shares into common shares. This usually has a specific time frame associated with it, such as a two years after investment.

Covenant:A legally binding agreement. This agreement stops an individual from carrying out a specific act. For example, an investor could agree to invest in a company if the startup founder signs a restrictive covenant. This type of covenant means that if the founder sells their ownership in the future, they cannot set up a new company which competes with the original business.

Credit: Finances given or “loaned” to a business or individual, usually with a date of repayment set in stone. The credit becomes a debt and often has a percentage of interest placed on top of the original credit agreement or loan.

Creditor Individual, group or organization that lends money to a business. The creditor is who the loan repayments should be made to..

Crowdfunding: When investors or interested parties pool their money together to support a financial venture. Rather than having one large investor buy a large stake in a company for $1million, 10,000 people could each invest $100 each. This stops any single group from controlling everything and is in some cases easy to secure than one large investment sum

Cumulative Dividends:A payment made to shareholders for an agreed amount. This is either fixed or an agreed percentage of a share's price. Cumulative dividends must be paid out to shareholders with preferred shares, if the original share purchase came with that agreement.

D

Debt:Any finances or assets owed to a creditor.

Debtor:A business that owes debt.

Default:Failing to make debt payments..

Demand Registration:Also known as Demand Registration Rights. Where an investor can force a private company to initiate an IPO or share issue, so that the investor can sell their shares on an exchange. Usually only applies to common stock.

Dilution:Any innovation in a marketplace which disrupts the existing way of doing things. This can be through new technologies which leave existing ones obsolete, finding a new demographic for a niche, or altering the price point usually associated with an existing marketplace.

Dividends:Profits paid to shareholders. A dividend in kind is the payment of assets instead of cash.

Down Round:If new investors buy shares at a value lower than a previous fundraising round or share-issue, then this is called a Down Round..

Drag-Along Rights:Forces minority shareholders to back the sale of a company. Usually forced through by shareholders holding anywhere from 50% to 75% of stock..

Due Diligence:A complete financial and legal assessment of a business or deal before purchase. Only through due diligence can a buyer know exactly what they are buying and its robustness..

Dynamic Equity Split:Co-founders or investors are rewarded new shares in their business dependent on their performance. The more someone contributes, the more they earn.

E

Enterprise: A company or business

Entrepreneur: Someone who starts a business.

Entrepreneur in Residence: A successful entrepreneur who is hired by a venture capital firm to identify future investment opportunities. They may offer mentorship to the firm's portfolio of companies.

Equity: Security or stock which represents ownership in a business.

Exit: The end-goal for most investors. How an investor sells their share of a business, hopefully for as high a profit as possible.

F

Fair Market Value (FMV) After analyzing a business, this is the amount an independent third party assessor believes a company's shares are worth.

Founder The person or people responsible for the creation of a company.

Funds of Funds (FoF): A fund which invests in other funds. Imagine a venture capital group that invests in other venture capital groups.

Future Proof: Projecting into the future and protecting a business or product so that its fundamental design will keep it competitive in the future.

G

Ground Floor When an investor has the opportunity to be part of a company from its first, initial moments.

H

Harvest Period This is the period where a venture capital firm starts to generate returns on its investments. Usually results from an IPO, merger, acquisition, or new product launch

I

Incubator: Similar to an accelerator. An organization which offers assistance to startups so that they may reach their initial investment rounds.

Initial Public Offering (IPO): The first sale of shares traded openly on a public exchange .

Investment Period: A calculation of how much money is returned on an investment annually. Venture capital firms expect to see larger returns over longer periods, and so if an investment's IRR diminishes over time, VCs may sell their shares in order to free up investment for more lucrative ventures..

Initial Public Offering (IPO): The time taken for a venture capital firm to invest its funds across its portfolio companies. Most venture capital funds have invested all their capital after 3 – 5 years..

J

J-Curve: When the IRR (See Internal Rate of Return) of a venture capital fund is plotted on a graph, it should resemble a J as profits grow.

K

Kamikaze Defense: A last ditch defense against a hostile takeover where a company carries out strategies to reduce its operational or financial worth. The end result is that this may make a business less attractive to investors .

L

Liquidation Preference (LP): A clause in a contract which stipulates which investors receive payment first if a company is liquidated or sold, even before a company’s founders in many cases. This is a common clause often used by venture capitalists to off-set the risk of investment.

Liquidation: When a company is dissolved and its assets are disposed of or sold.

Liquidity Event: Any event which results in liquidation, such as defaulting on debts.

M

Mezzanine Level: Companies which are beyond the startup phase, but not fully mature.

N

Non-Disclosure Agreement (NDA): An agreement that anything mentioned between two parties cannot be disclosed with others. This includes product information and other sensitive data. For example, if a VC firm carries out due diligence into a target company, they may have to sign an NDA so that, even if they do not make a purchase, they cannot use the information they discovered during this process..

O

Option: Similar to right of first refusal.

P

Pari Passu:Term used during negotiations. It means side by side or at the same rate.

Pivot: A quick change of business strategy. Often occurs when a startup shifts its attention to a new niche or product type.

Portfolio Company: A company in which a venture capital firm has invested, adding it to their portfolio.

Preferred Stock or Share: This type of stock is rewarded with dividends before common stock..

Proof of Concept:Demonstrates that a product or service will work and be financially rewarding for investors. Most venture capitalists will expect this before investing.

Pro Rata Rights: Provides an existing VC investor with the option to increase his or her stake in a company during future fundraising stages..

R

Recapitalization:When a company restructures its capital, changing its equity and debt ratio..

Right of First Refusal:A contractual agreement that an investor will have the first option to buy shares or take part in another business transaction before being opened up to others.

Return on Investment (ROI):The amount of profit an investor makes in relation to their original investment.

S

Seed Round: A model of funding where investors provide money to “seed” a business, giving it enough to operate for a short period of time. If it shows promise, subsequent investment may be offered.

Secondary Public Offering: Takes place after an IPO. A share offering to the public, often when founders are looking to sell their stake..

Sector: A market niche where a business is looking to sell its products or services.

Series:A round of investment. Usually named A, B, C, and so forth.

Stage: The level of development of a startup.

Startup: A business at the beginning of its journey, usually the first couple of years..

Syndicate: A network of investors looking to invest during a specific fundraising round

T

Tag-Along Right: : A legally binding agreement that ensures minority shareholders have the right to sell their shares for the same value or terms as majority shareholders..

Term Sheet: Outlines the main points of an investment, how it will be paid, what will be given in return, and what the investment will be used to achieve. Not legally binding, but provides a good foundation during negotiations

U

Underwrite: An individual or firm who “underwrites” or assumes the financial risk for another party..

V

Valuation: When assessors, usually a third-party, calculate the value of a business through its assets, finances, revenue, burn-rate, and future projections..

Venture Capital: Pooled finances of a venture capital group currently available for investment..

Venture Capitalist: Individual, usually in tandem with a venture capital firm, who invests in companies, often within a specific niche..

Venture Partner: An individual brought in temporarily to assist a venture capital firm. Not a full partner, but may identify and facilitate new investment opportunities for a VC firm..

Vesting: Stock options provided to employees, usually as a reward for performance and duration of employment.

W

Warrants:A contract issued by a company allowing an investor to subscribe for shares at an agreed price during an agreed time frame.

Window:Time frame associated with a share option or investment opportunity.

X

XRT:An extension that appears after a ticker symbol on a listed stock. It means that the buyer of the stock cannot legally buy shares at a lower price because the rights to do so have now expired.

Y

Yellow Knight:A company, investor, or VC firm that was going to carry out a hostile takeover but pulls out, offering a friendly merger instead.

Yield:Financial or asset measurement. Usually the amount or percentage returned to an investor for their investment. Includes share sales and dividends. The earnings an investment generates over a specific period of time. For example, one quarter or annual yield.

Z

Zone of Resistance:The upper limit for a share's potential value. The lower limit is the Zone of Support. Understanding the zone between helps venture capitalists and other investors gauge a good time to buy or sell stock..