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Glossary
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Equity & financing

Most favored nation clause

In accounting, most favored nation clause means a promise that an investor's terms improve to match better terms the company gives a later investor. YC's MFN SAFE has no cap or discount and takes those of any SAFE issued later.

Also called MFN.

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Authority: YC SAFE documents (opens in a new tab). Sources

The lesson that teaches this

From the free founder back-office course, taught on one company's books, with exercises to work it yourself.

Cap tableWays to raise: SAFEs, notes, priced rounds, debt and grants › MFN and pro rata side lettersYC's three post-money SAFEs — cap only, discount only, uncapped MFN — and the pro rata side letter that rides beside them.5 min

What it is not called

Each of these means something else. Use one here and an accountant reading the product notices.

pro rata right
side letter

Nearby in the catalog

No component names this concept outright. These sit in the same part of the system.

2Cards

AccountCardBank account with available vs. current.

6Statements

3 of 3 builtFamily spec

BalanceSheetAssets / liabilities / equity, with the balance check.
CashFlowStatementOperating / investing / financing.
StatementOfChangesInEquityThe fourth statement. Equity components across, movements down.

Terms this one depends on

SAFECash from an investor in exchange for a right to shares in a future priced round, usually at a valuation cap or a discount. Not debt and not yet stock; because a SAFE can require cash on a change of control, it is often classified as a liability under ASC 480 and remeasured at fair value — the terms decide

Also in Equity & financing

409A valuation
83(b) election
Acceleration
Accredited investorEquity & financingAccredited investorA person or entity Regulation D trusts to bear a private offering's risk — among others, an individual with more than $1,000,000 of net worth excluding the primary residence, or more than $200,000 of income ($300,000 joint) in each of the last two years with the same expected; a director or executive officer of the issuer; an entity with more than $5,000,000 of assets
Accumulated deficit
Anti-dilution protection
APIC
Blue sky laws
Cap table
Common stock
Conversion discount
Convertible note

Previous in Equity & financingKLiquidation preferenceA preferred stockholder's right to be paid a stated amount — usually 1× the original issue price plus declared but unpaid dividends — before common stockholders in a sale or liquidation. Non-participating preferred takes the greater of that or its as-converted share; participating preferred takes both JNext in Equity & financingNonstatutory stock optionA stock option that is not an ISO — any grant to a contractor or director, and an ISO's excess over the $100,000 limit. With no readily determinable value at grant, the spread is ordinary income at exercise, as wages for an employee

Defined in Lexicon. This page is generated from that document, so the two can't disagree.

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