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.
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.
Johanna Schlegel
Particularly in high-tech startup companies, it is more important to know what percentage of the company a stock option grant represents than how many shares you get.
Katie Hafner
The New York Times
A happy tale about the difference that stock options can make in the lives of ordinary workers, especially at pre-IPO companies which become successful and then go public.
Jessica Guynn
San Francisco Chronicle
Stock options remain a powerful lure for attracting employees to private companies, although attitudes and expectations have changed. Stock options let you participate in the value you're creating at your company, and their potential ranges from substantial wealth to nothing at all.
Lisa Yoon
CFO.com
As stock option expensing causes public companies to reduce stock grants, it similarly affects stock grants at private companies. The pay packages at private companies can now more evenly match those at public companies, and private companies can offer more generous option grants.
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Typically, only for-profit corporations are eligible to offer stock options and other stock grants...
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...
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...
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...
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...
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...
Unlike public companies or large private companies that may have grant guidelines, most private companies determine the grant size by...
Private companies sometimes partly use stock options (NQSOs, not ISOs) or stock grants, along with or instead of cash, to compensate consultants and independent contractors (separate from grants that public and private companies make to nonemployee directors). The terms of these grants can be...
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...
The imposition of forfeiture, transfer, and buyback restrictions on you when a new investor acquires stock...
Yes, though for two reasons S-corporations generally do not issue stock options. First...
Yes, but complex issues must be resolved. These matters include the proper treatment under accounting rules for noncorporate entities (FASB's APB No. 25) and tax-basis issues...
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...
Private companies often include in the grant agreement the right to buy back the vested shares. The repurchase right can be based on...
In most cases, your exercise price for stock options is...
Only for ISOs directly, though even NQSO exercise prices need to follow the rules on nonqualified deferred compensation to avoid becoming discounted stock options. ISOs must be granted at a price which is at least equal to the...
This is a controversial practice. Previously, in some new-hire situations your company might have been more flexible. Now companies try...
No. Just as with employee grants, company grant practices for consultants vary widely even within a...
The tax treatment for private, pre-IPO, and large publicly traded companies is...
In cashless exercises, a broker sells shares to pay the exercise price and the taxes. The broker then pays this money to your company, and you receive the net amount. In a pre-IPO company...
As with optionholders who are employees, you are not a stockholder of the company until you...
In a public company you would never exercise underwater stock options. In a private company...
Most private companies make shareholders obey contractual and securities law restrictions on transfer. The most common limitations are...
As the IRS confirmed in Revenue Ruling 2005-48, the tax-measurement date...
Whenever a security is offered or sold, either the security must be registered under the Securities Act of 1933 or there must be an applicable exemption to registration...
Private companies worry about not only compliance with federal and state securities laws at the sale of your shares but also when and to whom you may sell...
Dilution affects both private and public companies, and additional issues arise for private companies...
During the early stages of a company's existence (e.g., up to the first round of venture financing) you may be able to get...
A general formula for calculating dilution of a private company, according to experts, is to assume that...
The AMT adjustment for ISO exercises should apply only if there was a...
You can take a loss from completely worthless company stock you own. The company must effectively be out of business, and...
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