>VC’s typically have pro-rata rights to keep their percentage of ownership intact, but employees don’t
Either all shares must be diluted, or none. When someone's shares are diluted but someone's not, it's a scam. The concept of privileged shareholders is just wrong.
The whole system looks overly complicated and corrupted.
I believe pro-rata rights are rights to invest in further rounds. They can keep their percent ownership only if they contribute more money. This is like employees on vesting schedules, who can continue to get more options by continuing to work. Startup shares are a shitty deal, but this doesn't strike me as one of the reasons.
Oh, and he didn't even touch on things like liquidation preference and participation. Basically says that even though they own X% of the company, they get paid out like it was 4*X. Or maybe they get $YY out before anybody else gets paid.
This means that the percentage of the company your shares equate to is only a small part of the picture. You also need to know what deals were cut with every investor now _or in the future_ to know what your shares will be worth.
Either all shares must be diluted, or none. When someone's shares are diluted but someone's not, it's a scam. The concept of privileged shareholders is just wrong.
The whole system looks overly complicated and corrupted.