Wilson Sonsini is pleased to present the College for Clients Series: Start-Up Dilution and Waterfall Math. This session provides an introduction to the certificate of incorporation and to understanding the actual calculations indicated by the language. The certificate of incorporation is one of the most important documents in establishing your company, especially if you take on venture investment—and yet the words remain an unintelligible mix of legalese to many. For example, what does it mean for assets to be distributed "pari passu"? What is "participating preferred"? What is "broad-based weighted average antidilution protection" and how does it differ from "narrow-based protection" or "full ratchet"?

Our experts will remove some of the mystery around this fundamental document, and provide an introduction to understanding the actual calculations indicated by language. Discussion will focus on specific preferred stock terms negotiated in term sheets and how they are reflected in the charter. Mathematical provisions of the charter and run through sample calculations, including a liquidation analysis and antidilution adjustment, will also be discussed.

These seminars are part of a series of programs designed to help our clients address and manage some of the fundamental legal issues facing them today. Throughout the year, Wilson Sonsini Goodrich & Rosati will host multiple programs on practical legal topics pertinent to our venture-backed and small to mid-size public clients. Each session will include effective information and guidance on fundamental legal practices.