Why There Will Be More Pro Rata Conflicts

Early stage funds have grown to the size where they want/need to exercise their pro rata rights in multiple rounds. This is a change.

The potential for ‘outliers’ being 10x, 100x bigger than last cycle also means Series B, C etc aren’t *just* 5-10x upside bets. They’re still 20x, 50x, 100x potential in the best case scenarios.

The names also have hot secondary markets so you feel like you are buying pro rata shares that you can flip if needed. It’s becoming a trade as much as an investment.

There are also lots of Fund of Funds, SPV Vehicles, etc that will help a smaller fund take/monetize their pro rata when their core fund can’t support it and/or the return profile of the round doesn’t fit the fund’s mandate. These didn’t exist at this scale even just a few years ago.

Rounds are coming faster and faster so more successive rounds are occurring within a fund’s initial investment period versus being ‘out of cycle’

So expect more potential pro rata conflicts, not fewer, going forward.

There are also large firms who have traditionally been quite aggressive with founders about doing their pro rata when they want, relationship/round dynamics be damned, so this isn’t just about smaller managers.