Term

Main definition

Pari Passu

A term referring to equal treatment of two or more parties, or of the securities (equally, ratably, with no preference) held by two or more parties, in an agreement. [more ...]

Participating Preferred Stock

A type of convertible preferred stock that has liquidation preference and related features advantageous to the holder (amplifying potential ultimate returns) at the expense of common stockholders.

Pass-Through Entity

A business entity for which there is generally no entity-level income taxation; rather, the entity's owners or partners recognize the income tax burdens and benefits directly (which "pass through" the entity to the owners or partners), whether or not they have received a distribution.

Pay-to-Play

A provision in the investment documents (usually in the charter or certificate of designation with respect to the preferred stock series issued in the transaction) imposing sanctions on investors who do not participate (by purchasing their full pro rata share) in future, usually down round, equity financings. [more ...]

Payment-in-Kind

A feature of a security pursuant to which dividends (in the case of an equity security) or interest (in the case of a debt security) are paid in the form of additional securities of the same type, instead of cash. 

Peer-Review Ratings

The Martindale-Hubbell® PEER REVIEW RATINGS™ are an objective indicator of a lawyer's high ethical standards and professional ability, generated from evaluations of lawyers by other members of the bar and the judiciary in the United States and Canada.

Personal Guarantee

A contractual commitment by an individual (usually unlimited in nature and reaching to all funds, accounts and assets owned by the individual guarantor) to stand behind a company's obligations and to repay any such obligations with respect to which the company fails to repay or otherwise defaults. 

Piggyback Rights

See Registration Rights.

PIK

Acronym for Payment-in-Kind.

Placement Agent

A professional, registered (typically, with the SEC as a "broker dealer") investment banker or financial advisor that specializes in finding (usually institutional) investors and structuring and closing private placement investment transactions.

Portfolio Company

A business or company in which a venture capital fund has invested and holds an ownership interest.

Post-Money Value

The value of a portfolio company immediately after (and including the capital provided in) a current funding round. [more ...]

Pre-Money Value

The (agreed-upon, conceptual) value of a company immediately prior to the current funding round. [more ...]

Preemptive Rights

The right of a stockholder to maintain its percentage ownership of a company by participating in future equity funding rounds, through the purchase of additional equity securities (pro rata, on the same price and terms) in such rounds. [more ...]

Preferred Return

See Hurdle Rate.