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.
Ryan RobertsStartup Lawyer
Ryan Roberts is a startup lawyer with more than two decades of experience advising on venture financings and M&A transactions totaling more than $1 billion. He is the author of the Amazon bestselling startup law book Acceleration.
