Does Pro Rata Help Founders More Than Firms?
David Tisch says having pro rata in the documents helps the founder more than it helps the firm. Early-stage funds that say they do not need pro rata and will give it away are selling marketing garbage. The right to invest in later rounds is earned whether the documents grant it or not, and it is not that black and white.
If a founder asks a firm to step back and the firm says no, the firm is getting into a fight it is likely to lose. The loss can be financial, because some mechanism can be used to remove the pro rata, or, more importantly, reputational, because the founder gets angry and stops liking the firm. Taking that reputational risk is on the firm.
Funds that follow into the A and the B are happy to squash an earlier investor any way they can. The more pro rata sits in the documents, the more leverage a founder has to negotiate the next round. When a new firm wants 22% and 6% of the cap table still needs pro rata, the founder can tell the follow-on investor the ownership map does not work and ask to redo the terms.