Legally very easy because it's a down road (read up on "VC cram down"). They'd raised $120million prior, and now they're doing a $5-$15million convertible at a

Legally very easy because it's a down road (read up on "VC cram down"). They'd raised $120million prior, and now they're doing a $5-$15million convertible at a $80million valuation (significantly down round). All existing investors will either "play" (invest more at this valuation) or "pay" (suffer significant dilution). When valuation takes a down turn, all rules are off - the board has the fiduciary duty to do whatever it thinks is right for the company, even if it means getting rid of all previous shareholders who are not pitching in to help. VC backed companies are like drugs - feels great as long as you're high but could die in a second.