Pro rata right
Also called: pre-emptive right, participation right
ELI5
An investor can buy enough in the next round to avoid dilution.
Used in conversation
“The pro rata right is limited to major investors.”
Definition
A contractual right to participate in future financings to maintain ownership, subject to conditions.
Here “Pro rata right” means: A contractual right to participate in future financings to maintain ownership, subject to conditions.
Pitch context
You will see “Pro rata right” in fundraising decks, data rooms, term sheets and investor conversations when the discussion reaches term-sheet control & investor rights.
Why it matters: In term-sheet control & investor rights, 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
- Pre-emption rightBoth can preserve ownership, but the exact trigger, holder and legal source differ by financing documents and jurisdiction.
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