Anti-dilution clauses are generally related to raising capital or issuing additional shares. Dilution is simply a reduction in participation that can be either a dilution of value (economic dilution) or relative property (percentage dilution). The anti-dilution provisions give an investor the right to maintain proportionate ownership in a company by allowing him to purchase a proportional number of shares of each future issue of the company`s shares at fixed or adjusted prices. CP2 – conversion rate immediately after cp1 shares are reissued – conversion price just prior to the reissue of A shares – number of common shares considered unlisted just prior to the reissue of shares B – overall consideration of the company`s new issues divided by CP1 C – number of new shares issued under weighted average anti-dilution, weighted average The conversation course is a weighted average of the previous issue price and the new issue price. In this case, the SHA should include a formula for calculating the weighted average share price on the basis of the 1) amount obtained by the company before the additional fundraising cycle and 2) the average price per share relative to the subsequent capital increase and the lower share price. A weighted average formula does not protect investors from dilutions to the same extent as the crater, but it will mitigate its effect. A “pump gun” clause is often used to force a buyback. Here`s how it works: Shareholder A offers its shares at a certain price per share (for 2 shareholders). B may accept this offer or in turn propose A the same conditions, in which case A must accept. This ensures that A offers a “fair” price. Essentially, one party will eventually buy the other party (of course, the two parties can, by mutual agreement, agree on a price – it`s easy if a shareholder wants to withdraw to pursue other interests.
It will be more difficult if both want to own and manage the business. The gun approach is ideal for small businesses where values are not too high because they prefer the party with more financial resources. For high-tech companies with high valuations and several shareholders, the pellet gun approach would not work very well. Shareholder agreements of the publicly traded company must be identified: according to the finance law uniform (Dlgs 58/98), the agreements of listed shareholders are governed by the company subject to publicity, while the agreements of unlisted partners are generally not passed on to third parties.