'Liquidation preference' is a term that applies to what I think of as 3 or 4 related-but-separate concepts. In the simplest situation, with no vested options o

'Liquidation preference' is a term that applies to what I think of as 3 or 4 related-but-separate concepts. In the simplest situation, with no vested options or other complications, yes, the investor would get all $100 million, assuming nobody else has a liquidation preference. Vested options and other term sheet items like 'participating preferred' make things more complicated, so you really have to read the entire term sheet to figure out who gets what under what circumstances. Good resources: http://www.burningdoor.com/askthewizard/2007/04/venture_terms_liquidation_pref.html http://www.burningdoor.com/askthewizard/2007/04/venture_term... http://www.feld.com/wp/archives/2005/01/term-sheet-liquidation-preference.html http://www.feld.com/wp/archives/2005/01/term-sheet-liquidati...