Once a startup closes a priced equity round, investors want more than just shares - they want visibility, influence, and information. The Investor Rights Agreement (IRA) provides that access. It governs what rights investors have after the deal is done, including how they stay informed, maintain ownership, and participate in future growth.
Think of the IRA as the roadmap for how your investors engage with your company between rounds.
What Does the IRA Typically Include?
Information Rights
- Regular delivery of financial statements, budgets, and board materials
- Right to inspect books or meet with management (often limited to major investors)
Registration Rights
- Gives investors the ability to “register” their shares for public resale in an IPO
- Includes demand, piggyback, and S-3 rights
Pro Rata Rights
- Right to maintain ownership percentage in future financings
- May require advance notice and response deadlines
Board Rights and Observer Rights
- Formal board seats or non-voting observer roles for major investors
- Often tied to specific share threshold
Common Founder Concerns
Information Burden
- Financial reporting requirements can be time-consuming
- Set clear delivery expectations in line with company stage
Registration Overhang
- Registration rights don’t take effect until a public exit, but they can complicate IPO planning
Dilution and Cap Table Management
- Pro rata rights can affect how much room is left for new investors or employee equity pools
Tailoring the Agreement
Stage-Appropriate Rights
- Seed-stage IRAs are often light-touch
- Growth-stage IRAs may reflect more robust investor governance
Thresholds Matter
- Most rights apply only to "Major Investors" (e.g., those holding $500K+ or 5%+ of shares)
Coordination With Other Docs
- IRAs must align with the Voting Agreement and ROFR/Co-Sale Agreement for consistency
Closing Thoughts
The Investor Rights Agreement is how investors stay involved between rounds - and how startups build trust through transparency. A well-balanced IRA can keep investors engaged while allowing founders to lead with clarity and confidence.
Need help aligning investor rights with your company’s growth trajectory? We help startups review and negotiate these documents with an eye toward sustainable governance.
Frequently Asked Questions
Do all investors get rights under the IRA?
Not usually. Most rights are limited to “major investors” who meet certain thresholds, preventing administrative complexity from smaller shareholders.
What is the difference between the IRA and the Stock Purchase Agreement?
The SPA governs the actual purchase of shares, while the IRA governs post-investment rights like information access, pro rata participation, and registration rights.
When do registration rights become relevant?
Registration rights only come into play if the company goes public. They give investors the right to sell their shares in the IPO or subsequent offerings.
Can founders negotiate limits on investor rights?
Yes. Founders can negotiate reporting frequency, pro rata thresholds, and board seat limits to ensure rights are appropriate for the company’s stage.
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