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April 10, 2025

Pro Rata Rights: What Good Founders Get Wrong

Pro Rata Rights: What Good Founders Get Wrong

Some companies are like catnip for investors, be it traction, founders, or customers, there are plenty of fundraising rounds each year where demand vastly outstrips supply. In those situations, founders are often faced with the option to push out their earliest investors. Now I’m incredibly biased, but I think this is a mistake. Here’s why:

1. You Need Friends

Regardless of how hot your company is today, there will almost certainly be some tougher times ahead. During those moments, the folks who were interested when you were successful tend to disappear, and you really need your earliest believers to step up.

2. Repeat Behavior

If you ask investors you pushed out to add more capital in a later round, you will likely struggle, as they will know that if the good times return, you will push them out again.

3. Referrals

Most good investors understand this situation, and so they’re less likely to refer other investors and hiring candidates to your company. Which is often how they help most.

Best of luck out there.

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Ash Rust

Ash Rust

Managing Partner, Sterling Road
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