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Pre-IPO

Pre-IPO explores the tricky world of stock grants in private companies and startups. Browse an overview of this section below, or explore the subtopics to the left.



  Articles   FAQs  

Understanding The Risks In Your Pre-IPO Stock Options (Part 1) This is premium content

Edwin L. Miller, Jr.
Understand what could happen to your stock options or restricted stock in venture capital financings, in an acquisition, or in an IPO. Part 1 looks at M&A deals; Part 2 analyzes IPOs.

Understanding The Risks In Your Pre-IPO Company Stock Options (Part 2) This is premium content

Edwin L. Miller, Jr.
Stock options and restricted stock in pre-IPO companies can create substantial wealth, but you need to understand what might happen to your stock grants in venture capital financings, in an acquisition, or in an initial public offering. While Part 1 looks at venture financings and M&A deals, Part 2 analyzes IPOs.

Early Exercise Options: Clarifying The Confusion And Risks
(Part 1)
This is premium content

David Cowles
Making the decision to exercise now or later has always been difficult. It has become even more confusing with a twist at pre-IPO companies that allows you to exercise options immediately upon grant.

Negotiating And Structuring Your Stock Compensation (Part 2): Private Companies This is premium content

Alisa J. Baker
NEW! Part 1 looked at the problems of conflicting or inconsistent provisions among different documents. Part 2 discusses which existing documents and rules nonfounder executives must consider when negotiating for equity compensation during the early (pre-public) stages of a company's development and growth.

Stomach Volatility In Your Company's Stock Without Losing Your Mind

Joanna Glasner and Bruce Brumberg
Don't be discouraged by stock market volatility and underwater stock options. As the experts note, stock grants are tools for building wealth in the long term.

Early Exercise Options: Clarifying The Confusion And Risks
(Part 2)
This is premium content

David Cowles
Early exercise options are associated with risks and tax complexities. These issues, however, should not scare you from taking advantage of them when you know how to maximize their value.

Early Exercise ISOs Complicated By Final IRS Regulations This is premium content

Michael Frank
The IRS has issued final regulations on ISOs. Understand how these final regulations increase the risks of early exercise.

Final ISO Regulations Affect Stock Plan Design, Optionholders, And Advisors (Part 1)

Ellie Kehmeier and Elizabeth Drigotas
The final rules clarify and consolidate a tangle of proposed, temporary, and final regulations, as well as other guidance, that governed the taxation of ISOs, including rules for disqualifying dispositions.

IRS And Treasury Warn Against Frivolous Tax Arguments Surrounding Stock Options


IRS and US Department of the Treasury
The Treasury and IRS have warned taxpayers against several frivolous arguments you should not make on tax returns. The IRS has been aggressively pursuing and winning court cases against such arguments.

Now That's An Interesting Option

Bill Bischoff
SmartMoney.com
You've got options that are unvested, but you can exercise them. These immediately exercisable options are sweeping the pre-IPO world. Learn some of the basics and must-do steps, including the Section 83(b) election.

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What is a "repurchase right"?


A repurchase right is a company's contractual right to buy from an employee any stock resulting from the exercise of a stock option or other stock grant. The repurchase right can be exercised by your company even if...

Can some types of companies not offer stock options or other forms of equity compensation to their employees?


Typically, only for-profit corporations are eligible to offer stock options and other stock grants...

Why do some companies grant stock options that are immediately exercisable before they vest and are subject to a repurchase right by the company? This is premium content


Some companies grant stock options that are immediately exercisable, but you receive shares that still need to vest before you own them outright. Until then, the stock is still subject to a repurchase right if your employment ends before vesting. Check your grant agreement for whether your options are immediately exercisable at grant before vesting, and check the repurchase details...

UPDATED! Why doesn't my employer offer me stock options or another type of equity compensation?


If your employer is a for-profit corporation, it probably can offer stock options or other types of equity compensation to its employees. There may, however, be many reasons why your employer is not offering stock grants...

When should I prefer to immediately exercise an option into stock that is still subject to vesting and/or a company repurchase right? What is the risk? This is premium content


Early exercise gives employees who can pay the exercise price the opportunity to start their capital gains holding period early. If your plan permits this strategy, it makes sense in certain situations, such as...

NEW! Other than going public or getting acquired, how do private companies create liquidity for employees' options and stock? This is premium content


In private companies, the stock lacks liquidity, is not registered with the SEC, and usually has company-imposed contractual resale limits, so resales are difficult and need to follow the requirements of SEC Rule 144. Some companies...

My company allows me to exercise my ISOs early and receive stock subject to a company repurchase right during the vesting schedule. Does my early exercise before vesting affect the calculations for AMT or disqualifying dispositions? This is premium content


Generally, stock options are exercisable when they vest. However...

How do I value options and stock in a private company? This is premium content


The valuation of options and stock issued by private companies is more art than science. At least in the context of valuations for estate and gift tax purposes, the IRS has admitted...

How much will my options be worth in the future? This is premium content


The future value and its certainty depend on whether you are at a public or a private company. You determine the practical cash value of options in public companies by noting the...

How do pre-IPO and other private companies determine exercise prices? This is premium content


At pre-IPO and other private companies, boards of directors usually determine exercise prices for stock options. They base them on the stock's fair market value. Methods for valuation include...

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Basics   
Early Exercise Options   
Going Public   


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Featured FAQs
NEW! Other than going public or getting acquired, how do private companies create liquidity for employees' options and stock? This is premium content
In private companies, the stock lacks liquidity, is not registered with the SEC, and usually has company-imposed contractual resale limits, so resales are difficult and need to follow the requirements of SEC Rule 144. Some companies...
NEW! Can limited liability companies make stock grants? This is premium content
Limited liability companies (LLCs) have membership interests and not stock. Therefore, LLCs cannot grant stock options, restricted stock, or any direct rights to shares. However, they can give...
NEW! A private equity firm is buying my company. What will happen to my stock options and restricted stock? This is premium content
The vesting of the grant will probably accelerate according to specifics in your stock plan or grant agreement. The grants will probably be cashed out. Depending on your level in the company and the length of your employment, you may receive a meaningful grant in your newly private company that will require you to...