Cutback Rights

Cutback Rights, a nuanced element in shareholder agreements, come into play when piggyback registration rights are exercised, but the volume of shares exceeds what underwriters can effectively sell without impacting the offering's price. In such scenarios, Cutback Rights determine which shareholders' shares will be included in the public offering and whose shares may be left out. For Indian founders, comprehending Cutback Rights is pivotal in ensuring fairness and transparency in public offerings.

What it Means:

Cutback Rights are a mechanism to address the challenge of oversubscribed offerings. When the number of shares offered by shareholders exceeds market absorption capacity, Cutback Rights help prioritize inclusion. The process involves determining whose shares will be part of the public offering and whose shares may be excluded to prevent adverse effects on the offering's price.

How to Calculate:

Calculating Cutback Rights doesn't involve numerical computation but requires a strategic assessment of the overall offering scenario. It's a qualitative calculation that considers the optimal balance between including a sufficient number of shares to meet demand without negatively impacting share prices.

Why Measure:

Measuring Cutback Rights is essential for Indian founders to uphold fairness and maintain investor confidence. It ensures a balanced approach to public offerings, preventing the dilution of share value due to oversaturation. By proactively managing Cutback Rights, founders contribute to a positive market perception and enhance the overall success of the public offering.


Imagine an Indian tech startup exercising piggyback registration rights for a public offering. The underwriters, however, determine that the volume of shares exceeds the market's capacity without affecting prices adversely. Cutback Rights would then be invoked to decide which shareholders' shares will be included and whose shares may be left out. This strategic decision prevents a market imbalance and safeguards the interests of all shareholders.

In this real-life scenario, Cutback Rights ensure a fair and well-managed public offering, balancing the interests of shareholders and maintaining a healthy market environment.

In conclusion, Cutback Rights form a crucial aspect of shareholder agreements for Indian founders, ensuring a strategic and equitable approach to public offerings. By embracing and effectively managing Cutback Rights, founders demonstrate commitment to shareholder value and contribute to a positive investment environment in the dynamic landscape of Indian startups.