Negative Control

Negative Control refers to the ability to block or veto certain actions (even without majority ownership) through consent rights, protective provisions, or contractual covenants. In VC governance, Negative Control is commonly granted to preferred holders over major decisions (like issuing new stock, selling the company, or changing the charter), and Negative Control can materially influence negotiations and strategic options.

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Ryan Roberts Startup 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.