Whistleblower Protection

Contractual mechanisms that protect existing investors from the dilutive effects of a subsequent financing round at a lower valuation than the round in which they invested. Common forms include full ratchet anti-dilution (which adjusts the conversion price to the new lower price) and weighted average anti-dilution (which adjusts based on the relative size of the new round).

A clause in an investment agreement that protects existing investors from ownership dilution if the company raises a subsequent round at a lower valuation (a down round). Common mechanisms include full ratchet and weighted-average anti-dilution.

Adherence to the requirements of the Sarbanes-Oxley Act of 2002 (SOX), US federal legislation mandating rigorous financial reporting, internal controls, and audit standards for publicly traded companies. SOX Section 302 requires CEO/CFO certification of financial statements, while Section 404 mandates annual assessment of internal controls over financial reporting.

The body of legislation, regulations, and case law governing the relationship between employers and employees, covering areas such as contracts of employment, unfair dismissal, discrimination, working time, minimum wage, and collective bargaining. Employment law considerations are critical in M&A due diligence, particularly when valuing assembled workforce and assessing TUPE transfer obligations.

A contractual clause that limits a party's ability to engage in specified activities, typically restricting competition, solicitation of clients or employees, or use of confidential information after the termination of an employment or business relationship. Restrictive covenants are common in M&A transactions and executive employment agreements, and their enforceability varies significantly across jurisdictions.

The filing of a security interest under a Personal Property Securities Act, which is the legal framework governing secured transactions over personal property (including intangible assets) in jurisdictions such as Australia, New Zealand, and Canadian provinces. PPSA registration perfects the security interest, establishes priority against competing claims, and provides public notice of the encumbrance.

The policies, procedures, and mechanisms established by an organisation to ensure the reliability of financial reporting, effectiveness of operations, and compliance with applicable laws and regulations. The COSO framework provides the most widely adopted internal controls standard, defining five components: control environment, risk assessment, control activities, information and communication, and monitoring.

The body of laws and corporate policies designed to prevent the offering, giving, soliciting, or accepting of bribes in commercial and public transactions. The UK Bribery Act 2010 is among the strictest globally, creating a corporate offence of failing to prevent bribery with a defence only for organisations that can demonstrate adequate procedures.

Flat, Up or Down: Bridge Valuation Mechanics

How does equity dilution work across funding rounds?

Equity dilution occurs when new shares are issued in a funding round, reducing existing shareholders' ownership percentages — though not necessarily the value of their holdings if the company's valuation increases.

How should founders structure and maintain their cap table?

A well-structured cap table tracks all equity ownership, options, convertible instruments, and vesting schedules on a fully diluted basis — founders should maintain it from day one using dedicated software.