I&#x27;m confused here -- the argument is that a ratchet which is clearly going to trigger in the IPO is better for employees and other shareholders than a down round?  Assuming the odds of IPO are 100%, and if we could assume the down round would be at the same price as the effective price due to ratchet, is there a difference?<p>I guess there might be other provisions in earlier rounds of equity which would be triggered by a down round vs ratchet in IPO, but is this mainly a distinction of optics?