Liquidation preference
Also called: liquidation pref
ELI5
Investors may get paid before common shareholders in an exit.
Used in conversation
“The term sheet proposes a one-times liquidation preference.”
Definition
A preferred holder's right to receive a stated amount before or in priority to common holders in a liquidation or sale.
Here “Liquidation preference” means: A preferred holder's right to receive a stated amount before or in priority to common holders in a liquidation or sale.
Pitch context
You will see “Liquidation preference” in fundraising decks, data rooms, term sheets and investor conversations when the discussion reaches term-sheet economics.
Why it matters: In term-sheet economics, a loose definition can change rights, obligations, approval, disclosure or enforceability.
Caution
Meaning, enforceability and required process vary by jurisdiction and agreement; this definition is not legal advice.
Connected terms
- Participation rateLiquidation preference sets priority return; participation determines whether preferred holders also share further proceeds after that return.
Sources & evidence · 5
Direct term-level sources and supporting source families.
- National Venture Capital Association — Model Legal DocumentsDirect source · institutional · checked 2026-08-16
- Y Combinator — Series A Term Sheet TemplateDirect source · practitioner · checked 2026-08-16
- U.S. Securities and Exchange Commission — Small Business Capital Formation GlossarySupporting source family · primary · checked 2026-08-16
- U.S. Securities and Exchange Commission — Exempt OfferingsSupporting source family · primary · checked 2026-08-16
- Y Combinator — Safe financing documentsSupporting source family · practitioner · checked 2026-08-16