• TRADE SECRETS

    We work closely with clients to identify and protect their potential trade secret assets with secrecy programs. confidentiality agreements, protecting trade secrets from misappropriation.
    Read More
  • SECURITIES

    We counsel regarding securities issues for businesses or individuals.
    Read More
  • CORPORATE

    We provide expert counsel to companies from startup to public, including:     Board counseling     Equity compensation     Regulatory compliance     Securities and capital markets
    Read More
  • REAL ESTATE

    We represent and advise clients involving real property acquisition. financing. development. construction. disposition. leasing. limited liability companies.
    Read More
  • ESTATE PLANNING

    We do trusts and estates.  Should I try to avoid probate? A proper estate plan will not need to be administered through the Probate process, where additional complications and expenses would be involved, and therefore your assets will be available to your loved ones within sixty days, easily avoiding enormous costs
    Read More
  • PRIVACY AND CYBERLAW

    We counsel regarding privacy, cybersecurity, social media, consumer disclosures, warranties and other consumer protection matters; offer audits or assessments of network security, privacy and cybersecurity compliance; and provide transactional due diligence and crisis management.
    Read More

Participating Preferred Stock

Term Main definition
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. In a participating preferred stock, the holder is entitled not only to receive the stated liquidation preference (usually the original investment amount plus accrued dividends), but also a pro rata share (assuming conversion of its shares into common stock) of the balance of remaining proceeds available for distribution to common stockholders. This may occur with respect to a merger, sale, change of control or other designated deemed liquidation event, and also may relate to dividends (where, after a holder receives its cumulative dividend, it also has the right to receive, on a pro rata as-if-converted basis, any dividend payable on the common stock). Given these features, participating preferred stock has been characterized as a "double dip" (or "having your cake and eating it to"), and business founders and owners have sought to eliminate or soften the impact (e.g., via a cap on return or sunset provision) on these provisions.