Last In, First Out (LIFO) describes a priority structure in which the most recent capital (or most junior tranche chronologically) is paid back first in an exit, liquidation, or restructuring waterfall—i.e., later money is senior to earlier money. In VC, M&A, and restructurings, LIFO can be implemented through stacked/senior liquidation preferences, new-money priming, or intercreditor/payment subordination provision.
