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Anti-dilution protection clause spec
The founder (or counsel) has a complete, parameterized anti-dilution clause specification for each series, ready for the shareholders' agreement.
You receive: A JSON object { series[], carveOuts[] } where series[] is an array of { seriesName, method (enum: full_ratchet|broad_based_wa|narrow_based_wa|none), originalIssuePrice, currentConversionPrice, conversionRatio, appliesToDownRoundOnly (bool) } and carveOuts[] is an array of { carveOutId, description, category (enum: option_pool|conversion|stock_split|ma_consideration|board_approved|other) }
Part of Pitch Investors
Example
A sample of what this play produces. Your result is generated for your inputs.
Series
| Series Name | Method | Original Issue Price | Current Conversion Price | Conversion Ratio | Applies To Down Round Only |
|---|---|---|---|---|---|
| Series Seed | broad_based_wa | 1.6 | 1.6 | 1 | true |
Carve Outs
| Carve Out Id | Description | Category |
|---|---|---|
| CO-1 | Shares or options issued under the board-approved equity incentive plan (the option pool reserved for STUD's early hires), including increases approved by the board. | option_pool |
| CO-2 | Shares issued on conversion of the Series Seed preferred itself or of any convertible instrument outstanding at the closing of the illustrative $1,000,000 raise (labeled illustrative: target, not a committed raise). | conversion |
| CO-3 | Shares issued as a stock split, stock dividend, or other recapitalization affecting all holders proportionally. | stock_split |
| CO-4 | Shares issued as consideration in a board-approved acquisition of another business, its assets, or its technology by STUD. | ma_consideration |
| CO-5 | Any other issuance the board, including the Series Seed director if one is seated, unanimously approves as exempt from the adjustment. | board_approved |
Opens soon
STUD opens runs for everyone soon, on every play at once.
Scope of the check
What's verified: STUD verifies each series has a permitted method, the conversion ratio is arithmetically consistent with the issue/conversion prices, protection is down-round-gated, and the required carve-out categories are present. STUD does NOT compute the adjusted share counts for a specific future round and does NOT judge whether the chosen method is founder-favorable. Not legal advice.
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