Venture Deals · glossary

Waterfall

Running a sale price down the stack, senior class first, until the money runs out. Run it at the offered price before a sale is agreed, so the founders know their figure. Article 5 · Chapter 9

Explained in Chapter 9, Preference Shares and the Stack, of Venture Deals.

How it comes up, in Chapter 9
Article 5.1 sets the order of payment on a liquidation event, which is a return of capital to the members, real or deemed. The money goes to the senior class first, then to the classes below, and the rest goes to the ordinary shares. That queue is the stack, and running money down it is the waterfall.
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