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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.

Learn key terms and concepts in Basics. Special stock options sometimes used by privately held companies are the subject of Early-Exercise Options. Learn what an IPO may mean for your stock grants in Going Public.



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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 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
Deciding whether 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
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.

Techniques To Defer Or Reduce Taxes On The Sale Of Your Company's Shares (Part 1): QSB Stock This is premium content


UPDATED! Finding legal techniques to minimize taxes is almost as popular in the US as stock options. Sophisticated techniques with founder's stock and options can defer or reduce taxes.

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.

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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 done mostly by startup and private companies. Early-exercise stock options allow you to exercise when the stock price is low and then start your capital gains holding period. The risk is that...

What is a "repurchase right"? This is premium content


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...

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...

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


In privately held 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 private companies allow resales of stock by...

NEW! In a privately held company, can restricted stock and stock option grants be structured so that they vest only when the company goes public or gets acquired? This is premium content


Companies have flexibility in setting the conditions on which their stock grants can vest. This allows your company to base the vesting of your grant on...

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


Different methods can be used. 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...

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 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...

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Basics   
Early-Exercise Options   
Going Public   

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