2 min readApr 12, 2023

Participation Rights or Right of First Refusal for New Stock Offerings

When a company decides to issue new stock offerings, investors may have the option to exercise either participation rights or right of first refusal. Both have their advantages and disadvantages, and it largely depends on the investor’s investment goals and risk tolerance. In this article, we’ll break down the key differences between participation rights and […]

Yong Kwon
Yong Kwon
Author
Participation Rights or Right of First Refusal for New Stock Offerings

When a company decides to issue new stock offerings, investors may have the option to exercise either participation rights or right of first refusal. Both have their advantages and disadvantages, and it largely depends on the investor’s investment goals and risk tolerance. In this article, we’ll break down the key differences between participation rights and right of first refusal, and discuss which option may be more suitable for certain types of investors.

Participation Rights

Participation rights allow existing shareholders to purchase new shares of stock in proportion to their existing ownership percentage. For example, if you own 10% of a company’s shares and the company issues 1,000 new shares, you would have the right to purchase 100 of these new shares. Participation rights are generally favorable for investors who want to maintain their ownership percentage in the company, as it allows them to keep their ownership stake without dilution.

Right of First Refusal

Right of first refusal, on the other hand, grants existing shareholders the right to purchase new shares before they are offered to the general public. However, unlike participation rights, the number of shares offered to existing shareholders may be limited. If existing shareholders decline to purchase the new shares, they are then offered to the public. Right of first refusal is generally favorable for investors who are confident in the company’s growth potential and want the opportunity to increase their ownership stake.

Which is Better for Investors?

There is no one-size-fits-all answer to this question, as it largely depends on the investor’s individual goals and risk tolerance. Participation rights are generally more conservative, as they allow investors to maintain their existing ownership percentage without taking on additional risk. Right of first refusal, on the other hand, may offer greater potential for growth but also comes with the risk of declining to purchase the new shares and missing out on the opportunity.

Ultimately, the decision between participation rights and right of first refusal should be based on the investor’s individual circumstances and investment objectives. It’s important to carefully consider the potential risks and rewards before making a decision.

Startup Accelerator and Venture Capital

Related Posts

The Next Era of Company Building: Investors, Founder Careers, and Startup Advantage
1/24/2026

The Next Era of Company Building: Investors, Founder Careers, and Startup Advantage

Company building is shifting from a niche model into a core way new ventures will be formed, funded, and scaled. Investors are moving from “backing a founder’s singular idea” toward underwriting repeatable venture creation systems—where speed, capital efficiency, and de-risked execution matter as much as vision. This evolution will reshape founder career paths: more founders […]

Evaluating a Venture Fund as a Founder or Potential Employee
10/16/2023

Evaluating a Venture Fund as a Founder or Potential Employee

The key factors to consider when evaluating a venture fund from the perspective of a founder or potential employee. It provides insight into the essential elements such as the fund’s performance, the team’s expertise, the fund’s focus, and its value-add services. Venture capital (VC) is a critical component of the startup ecosystem, providing the much-needed […]

Evaluating a Venture Fund as an LP
10/16/2023

Evaluating a Venture Fund as an LP

The complexities of evaluating a venture fund as a Limited Partner (LP). It explores quantitative measures, qualitative measures, investment strategies, and the roles of other stakeholders. The article nuances the process of fund evaluation from the perspective of experienced investors, while offering practical advice to help LPs make informed decisions.

Subscribe to the Newsletter

Get the latest articles, insights and updates delivered straight to your inbox.