For Management of the company raising money, it is imperative to provide sufficient disclosures regarding the risks for the investing party.
In a Private Placement situation, the securities sold are non-liquid and there might be no secondary market for such securities. The management has to let the investors know that the shares purchased by the investors are subject to immediate dilution. So is with the IPOs.
It seems to me that for Management of the company who is raising money the main concern should be whether it is able to raise the money. 100% of nothing is still nothing.
Of course, at the start-up stage, it is understandable that Management does not want to lose control of the company. I have seen a case that one founder of a high tech company lost control and got kicked out of the company. Such situation could have been avoided had he consulted with an experienced securities attorney. Mechanism such as "Voting Block Agreement" can preserve control to a certain degree.
In most IPO prospectus I read, calculation of dilution is focused on the monetary value of the stocks, before the IPO and after the IPO. It typically tries to show the investor that the price they pay for the stocks will immediately lose monetary value. The calculation does not take into account of the potential future value of the stocks in five years. Sophisticated investors of course know this but such calculation is a standard paragraph in a prospectus.
