Meaning
Conflicts regarding the allocation of equity among founders and investors arise from inconsistencies in historical records. A capitalization dispute occurs when the official share register does not align with the expectations of stakeholders who believe their ownership percentage was protected against dilution. These events typically surface during a liquidity event or a new funding round when every fraction of a percent carries a high monetary value.
Ownership Discrepancy
Variances between a signed document and a verbal promise create an obstacle to closing a deal. The ownership discrepancy of the term forces a legal review of all past board minutes.
Historical Reconstruction
Rebuilding the timeline of every share issuance requires a granular look at the dates and valuations used in previous years. This process involves matching bank statements showing the arrival of funds with the corresponding entries in the corporate share register. A missing signature or an undated certificate can halt the entire reconstruction.
Each issuance must be tied to a specific board resolution to be valid. If a founder claims they were promised five percent of the firm but the ledger shows four, the accountants must find the specific dilutive event that the founder did not sign.
Resolution Cost
Resolving a claim of this nature often requires the issuance of new shares to the claimant or a cash buyout to remove the threat of litigation. The resolution cost of the term is measured in the equity value sacrificed by other shareholders to achieve a clear title. It can also include the loss of investor confidence if the record keeping appears negligent.