Capital Raising Terms Under Australian Law (Alphabetical):

1. Angel Investor
   A high-net-worth individual who provides early-stage capital to startups in exchange for equity. Angel investors often take a hands-on role in the business.

2. Anti-Dilution Protection
   A provision in an investment agreement that protects investors from having their ownership percentage reduced when new shares are issued.

3. ASIC (Australian Securities and Investments Commission)
   The regulatory body responsible for enforcing and regulating company and financial services laws to protect consumers, investors, and creditors in Australia. ASIC also oversees capital raising activities, including IPOs and prospectuses.

4. ASX (Australian Securities Exchange)
   The primary stock exchange in Australia, where companies can list their shares for public trading. Companies must meet strict requirements to be listed on the ASX.

5. Blue-Sky Laws
   US state-level securities regulations designed to protect investors from fraud. Australia has its own regulatory framework to protect investors, primarily federal laws through the Corporations Act 2001 as overseen by ASIC.

6. Bonus Issue
   The distribution of additional shares to existing shareholders without any cost to them, typically as a reward for loyalty. Bonus issues increase the number of shares held by each shareholder without diluting ownership.

7. Carried Interest
   The share of profits that general partners in a venture capital or private equity fund receive as compensation for managing the fund. Carried interest is typically a percentage of the fund’s profits.

8. Capital Raising
   The process by which a company seeks to raise funds through debt or equity financing. In Australia, capital raising often involves issuing new shares or debentures to investors.

9. Capital Structure
   The mix of debt and equity that a company uses to finance its operations. A company's capital structure is crucial for determining its financial health and risk profile.

10. Clawback Provision
    A clause that allows a company to reclaim equity or bonuses from an executive or employee under certain conditions, such as misconduct or a breach of contract. Clawback provisions are often seen in executive compensation agreements.

11. Common Shares
    Also known as ordinary shares, these represent ownership in a company and provide voting rights but do not carry the preferential treatment of preference shares.

12. Convertible Bond
    A type of debt security that can be converted into equity at a later date. Convertible bonds are often used in early-stage financing for startups.

13. Convertible Debenture
    A type of debenture that can be converted into equity at a later date. Convertible debentures are used in capital raising to provide investors with the potential for equity upside while receiving interest payments in the interim.

14. Convertible Note
    A type of debt security that converts into equity at a later date, often during a subsequent capital raising round. Convertible notes are common in early-stage financing for startups in Australia.

15. Convertible Preference Shares
    Preference shares that can be converted into ordinary shares at the discretion of the shareholder or under specific conditions.

16. Convertible Security
    A type of security (such as a convertible note or convertible preference share) that can be converted into another form of security, typically equity, at the holder’s discretion or upon a triggering event.

17. Crowd-Sourced Equity Funding (CSEF)
    A form of equity crowdfunding where small to medium-sized businesses can raise funds from a large number of retail investors via online platforms. CSEF is regulated by ASIC and includes specific rules for disclosure and governance.

18. Crowdfunding
    A capital raising method where small amounts of money are raised from a large number of individuals, usually through online platforms. In Australia, equity crowdfunding is regulated by ASIC, and only certain companies can raise funds this way.

19. Crowdsourced Funding (CSF)
    An Australian legal framework that allows small businesses and startups to raise capital from a large number of retail investors. CSF is regulated by ASIC, and companies must comply with strict disclosure and governance requirements.

20. Debt Financing
    A method of raising capital through borrowing, where the company promises to repay the amount with interest. Debt financing instruments include debentures and bonds.

21. Dilution
    The reduction in ownership percentage that occurs when a company issues new shares. Investors may seek anti-dilution protections in capital raising agreements.

22. Dilution Protection
    A provision in an investment agreement that protects existing shareholders from the dilution of their ownership percentage when new shares are issued. Anti-dilution provisions are commonly included in venture capital agreements.

23. Dividend
    A payment made by a company to its shareholders, usually as a distribution of profits. In Australia, dividends can be franked or unfranked, depending on the company’s tax obligations.

24. Dividend Reinvestment Plan (DRP)
    A plan that allows shareholders to reinvest their dividends in additional shares rather than receiving a cash payout. DRPs allow companies to retain capital while giving shareholders a cost-effective way to increase their ownership.

25. Drag-Along Rights
    A provision that allows majority shareholders to force minority shareholders to join in the sale of a company. Drag-along rights are often included in shareholder agreements to facilitate smoother exits.

26. Due Diligence
    The process of investigating a company’s financial, legal, and operational health before making an investment. Due diligence is crucial in capital raising to ensure the company is a sound investment.

27. Earn-Out
    A contractual arrangement where the seller of a business receives additional compensation based on the business's future performance. Earn-outs are often used in business exits to bridge valuation gaps.

28. Employee Share Option Plan (ESOP)
    A scheme in which a company offers its employees the opportunity to purchase shares at a discounted price or receive shares as part of their compensation. ESOPs are a common form of equity incentive plan in Australia.

29. Equity Carve-Out
    A partial sale of a subsidiary or division through an IPO or private placement. Equity carve-outs allow companies to raise capital while maintaining control over the carved-out entity.

30. Equity Crowdfunding
    A method of raising capital from a large number of small investors, who in return receive equity in the company. In Australia, equity crowdfunding is regulated by ASIC.

31. Equity Financing
    Raising capital by issuing shares to investors. In Australia, this can be done through a public offering or private placements to sophisticated or wholesale investors.

32. Equity Incentive Plan
    A plan that allows companies to compensate employees or executives with equity rather than cash. Equity incentive plans are used to align the interests of employees with the long-term success of the company.

33. Equity Warrants
    A financial instrument that gives the holder the right to purchase shares in a company at a specific price, typically as part of a venture debt arrangement.

34. Exit Strategy
    A plan for investors to sell their shares and realize a return on their investment, typically through an IPO, trade sale, or secondary sale.

35. Franking Credits
    A tax credit that Australian companies can pass on to shareholders along with dividends. Franking credits reduce the tax payable on dividends for shareholders.

36. Fully Diluted Shares
    The total number of shares that would be outstanding if all convertible securities (such as options, warrants, and convertible notes) were exercised or converted into equity. Fully diluted shares are used to calculate dilution and valuation.

37. Green Shoe Option
    A clause in an IPO that allows the underwriters to sell more shares than initially planned, typically up to 15%, if demand exceeds expectations. This helps stabilize the share price during the initial trading period.

38. Hurdle Rate
    The minimum return that a venture capital or private equity fund must generate before it can take its share of the profits.

39. Initial Coin Offering (ICO)
    A method of raising capital through the issuance of digital tokens or cryptocurrency. ICOs are not as common in Australia due to regulatory scrutiny but have been used by companies seeking to raise funds for blockchain-related projects.

40. Initial Public Offering (IPO)
    The first time a company offers its shares to the public through a stock exchange. In Australia, an IPO requires compliance with ASIC regulations, including issuing a prospectus to potential investors.

41. IPO (Initial Public Offering)
    The first time a company offers its shares to the public on a stock exchange, such as the Australian Securities Exchange (ASX). Companies must provide a prospectus to potential investors during an IPO.

42. Liquidity
    The ease with which an asset can be converted into cash. In capital raising, the liquidity of shares is a major consideration for investors, as more liquid assets can be sold quickly without affecting the market price.

43. Liquidity Event
    A situation in which investors can convert their equity into cash, typically through an IPO, merger, or acquisition.

44. Liquidation Preference
    A term in an investment agreement that gives preference shareholders priority in receiving proceeds from the sale or liquidation of a company before common shareholders. Liquidation preference is common in venture capital deals.

45. Lock-Up Period
    A restriction placed on shareholders, typically after an IPO, preventing them from selling their shares for a specified period (usually 90-180 days). This is designed to stabilize the share price after the IPO.

46. Managed Investment Scheme (MIS)
    A legal structure where investors pool their money to invest in assets or projects managed by a third party. Managed investment schemes are regulated by ASIC and include real estate funds and agribusiness schemes.

47. Management Fee
    The fee that venture capital and private equity funds charge their investors, typically a percentage of the total assets under management.

48. Market Capitalisation
    The total value of a company’s shares on the ASX, calculated by multiplying the share price by the number of outstanding shares.

49. Mezzanine Financing
    A hybrid of debt and equity financing used by companies looking to fund growth. In mezzanine financing, lenders have the right to convert their loans into equity if the company defaults.

50. Non-Compete Agreement
    A clause in a sale agreement that restricts the seller from starting or joining a competing business for a specified period after the sale.

51. Non-Disclosure Agreement (NDA)
    A legal agreement between two or more parties to protect confidential information. NDAs are commonly used in capital raising to protect proprietary information during the due diligence phase.

52. Non-Dilutive Funding
    Capital raised by a company that does not require issuing new shares, thus avoiding dilution of existing shareholders. Examples include grants, government funding, and certain forms of debt.

53. Offer Document
    A legal document outlining the terms and conditions of a capital raising, including the amount of money being raised and the equity or debt offered.

54. Offer for Sale
    A process in which existing shareholders offer their shares to the public, typically as part of an IPO. In an offer for sale, the company does not receive any capital, but the selling shareholders realize gains.

55. Options
    Financial instruments that give the holder the right, but not the obligation, to buy or sell a share at a set price within a specific time period. Options are commonly used in employee share schemes.

56. Ordinary Shares
    The most common form of shares issued by a company, giving shareholders the right to vote at general meetings and receive dividends, but they come with no special rights.

57. Partial Exit
    A scenario in which a business owner or investor sells a portion of their shares or ownership stake, while still retaining some equity in the business. Partial exits are common in recapitalisations or sales to private equity firms.

58. Payout Ratio
    The percentage of earnings paid out as dividends to shareholders. A high payout ratio may indicate that a company is returning most of its earnings to shareholders, while a low ratio suggests the company is reinvesting earnings.

59. Placement
    The sale of new shares to institutional investors or wholesale investors in a private placement. Placements are commonly used to raise capital quickly without the need for a prospectus.

60. Pooled Investment Vehicle
    A legal structure that pools capital from multiple investors to invest in a range of assets. Pooled investment vehicles include mutual funds, hedge funds, and venture capital funds.

61. Post-Money Valuation
    The value of a company after it has raised new capital. Post-money valuation is calculated by adding the new investment to the pre-money valuation.

62. Pre-Money Valuation
    The value of a company before it receives new investment. Pre-money valuation is used to determine the percentage of ownership that new investors will receive.

63. Preference Dividend
    A fixed dividend paid to holders of preference shares before any dividends are paid to ordinary shareholders. Preference dividends must be paid even if the company does not have enough earnings to distribute to ordinary shareholders.

64. Preference Shares
    A class of shares that gives holders certain advantages over ordinary shares, such as priority in receiving dividends or assets upon liquidation. Preference shares are common in venture capital and private equity deals.

65. Private Placement
    The sale of securities directly to a small group of investors, typically sophisticated or wholesale investors, without needing to issue a prospectus.

66. Product Disclosure Statement (PDS)
    A document that Australian law requires for retail investors, explaining the features, risks, and costs of a financial product. PDSs are used for products like managed funds and superannuation.

67. Prospectus
    A legal document that a company must issue when offering shares to the public. It provides detailed information about the company, its financials, the securities being offered, and any risks involved. A prospectus is required unless the offer is made to sophisticated or wholesale investors.

68. Proxy Vote
    The ability of shareholders to delegate their voting rights to another party. Proxy votes are commonly used in AGMs and other important shareholder meetings.

69. Recapitalisation
    A restructuring of a company’s capital structure through the infusion of debt or equity. Recapitalisation is often used as a partial exit strategy for private equity investors.

70. Retail Investor
    An individual who does not meet the criteria of a sophisticated investor and, therefore, is subject to stricter regulations under the Corporations Act 2001. Retail investors must receive a PDS before investing in certain financial products.

71. Reverse Takeover (RTO)
    A process in which a private company acquires a publicly listed company to bypass the IPO process. RTOs are commonly used by companies seeking to go public without the regulatory and cost burdens of a traditional IPO.

72. Risk Appetite
    The level of risk an investor or company is willing to accept in pursuit of potential returns. Risk appetite is a key factor in capital raising, as higher-risk investments typically offer the potential for higher returns.

73. SAFE (Simple Agreement for Future Equity)
    A type of investment agreement used by startups to raise funds without immediate issuance of shares. In a SAFE, the investor provides capital now in exchange for the right to receive equity in a future funding round. In Australia, SAFEs are similar to convertible notes but are often simpler and more flexible.

74. Scrip Dividend
    A dividend paid in the form of additional shares rather than cash. Scrip dividends allow companies to conserve cash while still rewarding shareholders.

75. Secondary Offering
    A capital raising method where existing shareholders sell their shares to new investors. A secondary offering does not dilute existing shareholders but provides liquidity to early investors.

76. Secondary Sale
    The sale of shares by an existing shareholder to another investor, rather than the company issuing new shares. This can provide liquidity for early investors.

77. Seed Funding
    The first stage of equity financing for startups, typically provided by angel investors or seed funds to help a company develop its product or service.

78. Series A, B, C Funding
    Subsequent rounds of capital raising after seed funding, with Series A typically being the first major round of institutional investment.

79. Share Buyback
    A process in which a company repurchases its own shares from the marketplace, reducing the number of outstanding shares. Share buybacks can boost the company’s share price by reducing dilution and increasing earnings per share.

80. Shareholder Agreement
    A legal contract between a company and its shareholders outlining the rights and obligations of shareholders. Shareholder agreements often include provisions like tag-along and drag-along rights, voting rights, and liquidation preferences.

81. Sophisticated Investor
    An investor who qualifies for certain financial products without a prospectus or product disclosure statement (PDS) under the Corporations Act 2001. A sophisticated investor typically has net assets of at least $2.5 million or gross income of at least $250,000 for each of the last two financial years.

82. Spin-Off
    The creation of a new company by selling or distributing shares of a subsidiary or division to existing shareholders. Spin-offs allow companies to focus on their core business while unlocking value from non-core assets.

83. Stapled Securities
    A type of security where two or more financial instruments, such as shares and debentures, are linked together and cannot be traded separately. Stapled securities are common in real estate investment trusts (REITs) in Australia.

84. Subscription Agreement
    A legal document signed by investors during a capital raising round that outlines the terms of their investment, including the number of shares they are purchasing and the price.

85. Sweat Equity
    Non-cash contribution to a company, typically in the form of time and effort. Founders and early employees often receive sweat equity in exchange for their work, which can later be converted into ownership.

86. Syndicate
    A group of investors who pool their capital to invest in a company or project. Syndicates are common in venture capital and private equity deals, allowing investors to share risks and rewards.

87. Tag-Along Rights
    A provision that allows minority shareholders to participate in the sale of shares if a majority shareholder decides to sell. This protects minority shareholders from being left out of potential sales.

88. Takeover Bid
    An offer made by one company to acquire control of another by purchasing a majority of its shares. Takeover bids in Australia are regulated by the Takeovers Panel and ASIC to ensure fairness for shareholders.

89. Term Sheet
    A non-binding agreement that outlines the key terms and conditions of an investment, including valuation, ownership percentage, and investor rights. A term sheet is often the precursor to a more detailed legal agreement.

90. Treasury Shares
    Shares that were previously issued and outstanding but have been repurchased by the company. Treasury shares do not have voting rights or receive dividends and are often used for share buybacks or equity incentive plans.

91. Underwriting
    The process by which an investment bank or financial institution agrees to buy any unsold shares in a capital raising. Underwriters assume the risk of not being able to sell all the shares and are compensated with underwriting fees.

92. Valuation Cap
    A clause in a SAFE or convertible note agreement that sets the maximum valuation at which an investor’s capital can convert into equity. This protects early-stage investors from excessive dilution in future funding rounds.

93. Venture Capital
    A form of equity financing where investors provide capital to startups and small businesses with high growth potential. Venture capital firms in Australia invest in companies at various stages of growth.

94. Venture Debt
    A form of debt financing that is typically provided to startups with high growth potential. Unlike traditional loans, venture debt is often paired with equity warrants to give lenders a stake in the company.

95. Vesting
    The process by which an employee or founder earns the right to receive equity over time, usually contingent upon their continued employment. Vesting schedules are common in startup equity plans to incentivize long-term commitment.

96. Warrant
    A financial instrument that gives the holder the right to purchase shares in a company at a specified price within a certain timeframe. Warrants are often issued as part of venture capital or debt financing deals.

97. Wholesale Investor
    An investor who meets certain financial thresholds under Australian law, such as controlling assets worth at least $10 million. Wholesale investors are often treated similarly to sophisticated investors and can access a wider range of financial products.

98. Working Capital
    The capital a company uses for its day-to-day operations, calculated as current assets minus current liabilities. Maintaining sufficient working capital is crucial for a company’s operational liquidity.

99. Zombie Company
    A company that generates just enough revenue to cover its operating expenses and debt obligations but does not earn enough to invest in growth or innovation. Zombie companies often face difficulties in raising capital or exiting.

100. Zero-Coupon Bond
     A type of bond that is issued at a discount and does not pay periodic interest. Zero-coupon bonds mature at face value and are commonly used by companies seeking capital without paying regular interest to bondholders.