Partnership Agreement

The contract that specifies the compensation and conditions governing the relationship between investors (LPs) and the venture capitalists (GPs) for the duration of a private equity fund’s life.3

Partnership

A nontaxable entity in which each partner shares in the profits, losses, and liabilities of the partnership. Each partner is responsible for the taxes on its share of profits and losses.3

Participating Preferred Stock

Preferred stock that has the right to share on a pro-rata basis with any distributions to the common stock upon liquidation, after already receiving the preferred-liquidation preference.3

Participating Preferred

A preferred stock in which the holder is entitled to the stated dividend and also to additional dividends on a specified basis upon payment of dividends to the common stockholders.3

Oversubscription Privilege

In a rights issue, arrangement by which shareholders are given the right to apply for any shares that are not purchased.3

Oversubscription

Occurs when demand for shares exceeds the supply or number of shares offered for sale. As a result, the underwriters or investment bankers must allocate the shares among investors. In private placements, this occurs when a deal is in great demand because of the company’s growth prospects.3

Outstanding Stock

The amount of common shares of a corporation which are in the hands of investors. It is equal to the amount of issued shares less treasury stock.3

Option Pool

The number of shares set aside for future issuance to employees of a private company.3