| _______ __ _______ | |
| | | |.---.-..----.| |--..-----..----. | | |.-----..--.--.--..-----. | |
| | || _ || __|| < | -__|| _| | || -__|| | | ||__ --| | |
| |___|___||___._||____||__|__||_____||__| |__|____||_____||________||_____| | |
| on Gopher (inofficial) | |
| Visit Hacker News on the Web | |
| COMMENT PAGE FOR: | |
| Startup Equity 101 | |
| fathermarz wrote 1 hour 27 min ago: | |
| Depending on the structure of the legal entity, even when the company | |
| you work for gets acquired, it may be an asset purchase for the IP and | |
| team instead of a stock purchase. I went through this last year and my | |
| options became worthless. Itâs unfortunate because it came down to | |
| decisions made years prior that affected the outcome at exit time. | |
| gorgoiler wrote 17 hours 48 min ago: | |
| I know too many people whoâve had their stock zeroed out through | |
| dilution, preference vs common, partial buyouts where only some | |
| founders and investors get to sell, spurious âbad leaverâ status | |
| for people who work for so-called competitors, forced resignations | |
| within particular timeframes that cause stock forfeiture, and on and on | |
| and on. | |
| It would be an interesting addition to this guid to see these scenarios | |
| collected and enumerated with some tips around how to get caught out. | |
| leguy wrote 15 hours 54 min ago: | |
| I would have loved to see such a list when I joined a startup. I'm | |
| not sure it's possible to make a comprehensive list, given all the | |
| various startup structures and agreements, but still a "top 10" list | |
| with some guidance on how to protect yourself would be valuable. | |
| Or... an SLM where you feed the model your contract and it provides a | |
| list with recommendations tailored to your situation. | |
| windowshopping wrote 17 hours 58 min ago: | |
| This guide leaves out something extremely important that just fucked | |
| over a friend of mine: double-trigger RSUs. My friend thought he was | |
| getting a certain amount of stock annually, but in fact he only got it | |
| if he was still employed there when the company went public. So after | |
| six years they fired him right before going public a month later, and | |
| he got nothing. And in order to get any severance, he had to sign an | |
| agreement giving up any right to pursue any legal claims against them. | |
| I didn't even believe this was possible at first. Almost no startup | |
| equity guides mention this. Read your contracts very carefully, people! | |
| semitones wrote 16 hours 22 min ago: | |
| The guide mentions double-trigger RSUs | |
| windowshopping wrote 9 hours 57 min ago: | |
| > If you have restricted stock units (RSUs), everything is pretty | |
| straightforward. You do not have to purchase RSUs. You just get | |
| them at no cost as they vest. Most private companies do something | |
| called double-trigger vesting. That just means you are also not | |
| taxed as they vest. Instead, you get taxed for your RSUs at some | |
| second trigger date, which is usually set to be the date of the | |
| future big liquidity event (at ordinary income). One big drawback | |
| with double-trigger RSUs is that you are not really able to sell | |
| them in tender offers or other pre-going-public liquidity events. | |
| Doesn't exactly mention the important part, that you don't | |
| necessarily get anything, does it? | |
| atemerev wrote 19 hours 24 min ago: | |
| So basically being a startup employee is a very bad deal, and you | |
| should either be employed at big tech, or be a founder yourself. | |
| But how startups find early employees then? | |
| dgunay wrote 9 hours 15 min ago: | |
| There are some non financial benefits. | |
| Many early stage startups are a low oversight environment. This can | |
| mean lots of things, beneficial to certain kinds of people: easily | |
| push code to prod, touch production databases directly, work weird | |
| hours, fix almost any problem you want yourself, know how everything | |
| fits together, have more control over your work machine, etc. | |
| Not all startups are grueling to work for. I've been at startups | |
| where I barely worked 4 hours a day at times. Results matter more. | |
| Finally, if you just really hate the big tech interview process, you | |
| can get into many startups with minimal prep. Not saying it's a | |
| financially optimal use of one's time, but it is a thing some people | |
| value. | |
| xboxnolifes wrote 12 hours 42 min ago: | |
| Some people don't like the environment of big companies. There are | |
| finite positions at big companies, not everyone can be there. Not | |
| everyone is a founder. | |
| arealaccount wrote 13 hours 31 min ago: | |
| In my experience certain people enjoy working at startups. There are | |
| benefits to them outside of max comp that make it desirable. | |
| mvkel wrote 1 day ago: | |
| So what is your equity really worth? | |
| "The difference between the most recent FMV (409A) valuation and your | |
| exercise price." | |
| This will almost never be the case. This doesn't account for different | |
| share classes, liquidation preferences, preferred stock, all of which | |
| get exercised before common shares. | |
| A better description would be "the most recent 409A valuation, minus | |
| preferred treatment, and your exercise price." | |
| All of that is moot though, as an employee wouldn't have access to the | |
| cap table or liquidation stack. The short answer is you'll have no idea | |
| how much your equity is worth until you get the wire transfer into your | |
| bank account. | |
| Equity as an incentive truly favors the employer. With vesting, equity | |
| rarely works out to be better than having a market rate salary, unless | |
| the company becomes a household name. | |
| fatnoah wrote 14 hours 15 min ago: | |
| >This will almost never be the case. This doesn't account for | |
| different share classes, liquidation preferences, preferred stock, | |
| all of which get exercised before common shares. | |
| >Equity as an incentive truly favors the employer. With vesting, | |
| equity rarely works out to be better than having a market rate | |
| salary, unless the company becomes a household name | |
| I've worked at 4 different startups. Two were acquired and two are | |
| still going, with one making a small profit and being a lifestyle | |
| business for the founder, and the other having a great product and | |
| still growing. | |
| For the two acquisitions, one of which I held 1% equity in, the value | |
| of my options was $0, which was very disappointing. In that case, I | |
| did get a cash bonus as the VP Engineering and an offer from the | |
| acquiring company that was 3X my cash comp, but the stock was | |
| worthless. | |
| At this point in my career, I value stock in private companies at | |
| exactly $0 and treat it like a nice bonus should it ever amount to | |
| anything. | |
| phonon wrote 1 day ago: | |
| 409a valuations explicitly take into account share | |
| classes/liquidation preferences. That's kind of the point. If the | |
| Preferred last sold for $1.00, the 409a might value the Common at | |
| $0.10 per share, which would then typically be the FMV strike price | |
| set in the next round of issued options. | |
| If the Common FMV has been steadily increasing from when you received | |
| your options, that would typically be a positive sign. Of course, | |
| 409a valuations are based on mathematical models. Since Common shares | |
| are so illiquid in a private start-up, you don't "really" know what | |
| they're worth until a liquidity event. | |
| mvkel wrote 2 hours 53 min ago: | |
| Until the next financing round which might include more liq pref, | |
| full-ratchet anti-dilution, new shares issued, etc. | |
| Ultimately the 409a is for the IRS, not a mark for employees | |
| fluorinerocket wrote 1 day ago: | |
| I've concluded that options are a scam after owning them in many | |
| companies. It's never amounted to anything | |
| bravesoul2 wrote 1 day ago: | |
| Sometimes they are not. I think for post startup companies it is | |
| somewhat possible to put a value on ESOP then risk adjust for you | |
| losing the job, leaving etc. I have been paid out but think bonus | |
| cash for a holiday money not life changing. I kept it in post IPO and | |
| got more but then anyone could have done that post IPO. | |
| duped wrote 1 day ago: | |
| We still get paid obscene salaries fucking around with the bonus of a | |
| shot to make even more obscene money. | |
| For all the complaining about options there's little acknowledgement | |
| of how little startup work contributes to society relative to the | |
| money we rake in from people willing to fund it. | |
| ipaddr wrote 1 day ago: | |
| Startup positions vs regular positions often pay much lower. | |
| Obscene salaries and startups (which are mostly bootstrapped) don't | |
| go hand in hand. | |
| Startup founder who raises gets to play with obscene money. | |
| If you come across obscene money startup jobs share them. Tons of | |
| unemployed developers lurking who would take % of obscene. | |
| duped wrote 14 hours 33 min ago: | |
| Startup positions pay significantly better than everything but | |
| FAANG and are easier to get than FAANG. | |
| ipaddr wrote 1 hour 35 min ago: | |
| Where would be a good place to look for these type of startups? | |
| bravesoul2 wrote 1 day ago: | |
| Obscene salary is almost an oxymoron. | |
| Maybe CEOs get that. Most people who get obscene money get it from | |
| some kind of investment. | |
| lotsofpulp wrote 1 day ago: | |
| Options at non publicly traded companies are worth zero. Or should | |
| be valued the same as a lottery ticket. | |
| duped wrote 1 day ago: | |
| Tell that to the IRS | |
| koolba wrote 1 day ago: | |
| Whatâs there to tell? Option grants that are not exercised have | |
| no tax consequence. | |
| dilyevsky wrote 17 hours 22 min ago: | |
| There's a 10y max ttl on ISOs to exercise or lose it. Also if | |
| you leave the company it's 90d. You typically can convert ISOs | |
| to NSOs but you lose some of the tax advantages of ISO (not a | |
| tax/investment advice, etc etc) | |
| wslh wrote 1 day ago: | |
| They play their own game like a boss. | |
| hamburglar wrote 1 day ago: | |
| What you should understand is that they are a longshot. Like, worse | |
| than 10 to 1. Iâve gotten lucky and made a truckload of money on | |
| them, and know many people who have done the same. Iâve also had | |
| them be an utter waste of money. Itâs very much a gamble and | |
| itâs unlikely to pay off. This doesnât make it a scam. | |
| fluorinerocket wrote 1 day ago: | |
| A lottery ticket is legal but expected value is negative. Same with | |
| casino games. Sure it's legal and sometimes people win but in my | |
| book it's a scam, even if not technically one. | |
| What I particularly resent is the pretence from companies that a | |
| lower salary can be compensated by options. Such BS | |
| bravesoul2 wrote 1 day ago: | |
| No need to resent. Just don't take the job. There are jobs that | |
| pay the low salary and no magic beans either! | |
| takklz wrote 1 day ago: | |
| Just something Iâve seen lately at all of the startups Iâve worked | |
| at⦠| |
| The founders, early investors, etc., will cash out way before you do | |
| and you will not have the same ability to sell as they did. Iâve seen | |
| it tear companies apart. YMMV | |
| fluorinerocket wrote 1 day ago: | |
| Yes in my experience they made out like bandits while employees were | |
| locked out for a while after IPO. | |
| vrosas wrote 1 day ago: | |
| One thing I've learned working for startups is if you're working for a | |
| founder who's already had a previous successful startup exit(s), two | |
| things are true: | |
| 1. the founder already has generational wealth and this current company | |
| means practically nothing to them. | |
| 2. they've already learned every trick in the book to keep the | |
| company's value in their own pocket and out of the hands of their | |
| employees. | |
| tptacek wrote 14 hours 23 min ago: | |
| I'm working for a founder with a previous successful exit and neither | |
| of those statements are true of him. | |
| spyspy wrote 9 hours 10 min ago: | |
| OP is making broad statements, and you might even be right about | |
| your guy. But even if your founder is not super wealthy from the | |
| first exit, your current startup could go under and if that happens | |
| employees will be left with absolutely nothing. Him, on the other | |
| hand, will probably have a golden parachute to land with. Either | |
| way he will be now be a "serial entrepreneur" and will be able to | |
| utilize his VC friends to start the next thing in no time. He's | |
| going to be fine. | |
| And there's no telling what he will do if your startup does | |
| actually end up being worth something. Transfer the IP to a new | |
| company and fire everyone? Introduce new share classes for | |
| investors and dilute everyone else to zero? Sell the employees | |
| (acquihire) to some horrible BigCorp⢠and then retire to Hawaii? | |
| No shortage of stunts they could pull once real money is on the | |
| table. | |
| tptacek wrote 7 hours 23 min ago: | |
| I've been on HN since 2007 and believe I have seen literally | |
| every possible permutation of this particular debate, and I don't | |
| have a stake in it. Value your equity at $0 unless you have a | |
| very good reason not to. The comment I replied to make | |
| falsifiable claim, and I felt it was worth falsifying, so that's | |
| what I did. | |
| semitones wrote 16 hours 23 min ago: | |
| This seems highly cynical. If the current company means practically | |
| nothing to them, why would they be bothering with it at all, | |
| especially given that they could be doing almost anything else they | |
| wanted, given their generational wealth? | |
| dymk wrote 15 hours 29 min ago: | |
| Theyâre doing it for fun / dick waving contest / itâs all they | |
| know / âsigma grindsetâ mentality | |
| Why do dogs chase frisbees? | |
| throwawaythekey wrote 1 day ago: | |
| The first time founders I had couldn't keep 100% of the equity out of | |
| the VCs pockets, so YMMV. | |
| bravesoul2 wrote 1 day ago: | |
| A special case of early stage share options aren't worth shit. | |
| bradlys wrote 1 day ago: | |
| > If you join an early stage company and you have a decent amount of | |
| excess capital, early exercise everything and file an 83(b) election. | |
| The reasons for doing this: starting the QSBS clock, starting the long | |
| term capital gains clock, not needing to worry about your options | |
| expiring. | |
| I don't think this is ever worth the risk. If you're even thinking of | |
| doing this for QSBS purposes... the amount of tax you'd incur is way | |
| too much. Even if you have "excess" capital, you may as well put the | |
| $50k+ into a shitcoin and you'd see a much quicker return (or lack | |
| thereof). For most people where $50-100k+ in tax is a trivial amount to | |
| worry about, why are you joining as an employee? Clearly you've made a | |
| lot of money in the past... Just be a founder instead. You're taking on | |
| just as much risk. | |
| > If you join an early stage company and you donât have much | |
| capital, donât do anything just yet. Try to negotiate for an extended | |
| post termination exercise window. | |
| For 99%+ of people joining startups as regular employees, this is what | |
| you should be doing. If you leave the company before it becomes liquid, | |
| exercising the shares can be super risky. We've been waiting on several | |
| very well known companies to go public for a long time now. Who knows | |
| when they'll go public. At that point, you've spent possibly hundreds | |
| of thousands to exercise your shares, hundreds of thousands more in | |
| taxes... and they might be worthless and you can maybe deduct $3,000/yr | |
| for who knows how long. | |
| > If you can get liquidity at some point, and you think liquidity | |
| would improve your life, you probably should. | |
| It is unlikely though. | |
| IMO, until tax law (and especially market conditions) changes - I do | |
| not believe in joining any private company unless you are convinced | |
| they will IPO within the year. This is assuming you care about | |
| compensation significantly. | |
| woodrow wrote 1 day ago: | |
| FYI the whole point of early exercise + 83b election is that you | |
| "pay" all tax due, but the tax due is $0, so you don't pay anything. | |
| There _is_ non-trivial risk of sinking liquid cash into illiquid | |
| startup stock, but this risk has nothing to do with tax. | |
| bradlys wrote 15 hours 44 min ago: | |
| If youâre joining after thereâs been any money raised, youâ… | |
| likely triggering some taxes. | |
| How many people are joining startups that havenât had a 409A yet? | |
| Iâve joined seed stage companies and even then - thereâs a FMV | |
| that would trigger taxes. | |
| My more general point is that you should be a founder (cause itâs | |
| what you want to do) or join a pre-ipo (cause you need | |
| employment/money). | |
| TuringNYC wrote 1 day ago: | |
| >> So what is your equity really worth?... | |
| >> ... | |
| >> The difference between the most recent FMV (409A) valuation and your | |
| exercise >> price. ... | |
| >> The difference between the Preferred Price and your exercise | |
| price.... | |
| The real answer is that it is probably not worth anything unless they | |
| have stock liquidity events that only a handful of large startups have | |
| (e.g. Stripe.) | |
| If you dont have that, the price is purely theoretical. Further, if you | |
| cannot see the cap table and the preference overhang -- and most | |
| startups wont let you see it -- then you have no idea what the real | |
| price is regardeless of a theoretical 409A value. | |
| Even if you can see the cap table, spending today-dollars and | |
| exercising options for the right to sell stock 5 or 10yrs into the | |
| future almost never works out -- the cone of uncertainty across 5 or | |
| 10yrs is far too great. The better move would probably to be to use | |
| that money to purchase long-dated LEAP call options on the Nasdaq | |
| Composite | |
| CGMthrowaway wrote 14 hours 15 min ago: | |
| > The real answer is that it is probably not worth anything unless | |
| they have stock liquidity events that only a handful of large | |
| startups have (e.g. Stripe.) If you dont have that, the price is | |
| purely theoretical. | |
| This is not true in Australia, where they are proposing a new 15% tax | |
| on gains attributed to the portion of an individual's retirement | |
| account larger than $3 million, including unrealized gains. That | |
| means people must put a dollar value on each asset at the end of each | |
| income year, including startup shares or venture fund interests. | |
| Eridrus wrote 1 day ago: | |
| I think the main takeaway from any startup stock advice is what this | |
| article starts with: you need to pick a good startup. | |
| The details all matter, but they all matter far less than that fact. | |
| People shouldn't lump all startups together and should have a long | |
| think about whether they actually believe in the startup they're | |
| joining. | |
| gen220 wrote 15 hours 3 min ago: | |
| I don't think that's the main takeaway. IMO, the main takeaway is | |
| there are, in the best case (exit for >100% of latest 409a), ~three | |
| classes of shareholder in a startup: those with preferred shares | |
| (investors, occasionally founders if they have a lot of leverage), | |
| those with >=1% fully diluted common shares, and everyone else. | |
| In the most common positive case (i.e. sale price is <100% of | |
| invested capital), or negative cases, the three collapses into into | |
| preferred holders vs common holders. | |
| If you're in the lower class, you should assume your equity is | |
| worth zero. No matter what startup you're joining. You're here for | |
| the cash comp and to be surrounded by a growing cast of ambitious, | |
| upwardly-mobile people. | |
| If you're in the "middle" class and highly value future wealth over | |
| present matters, you should act "like a founder" (sacrificing your | |
| life to, one day, make 1s or 10s of millions) if the company is on | |
| the ups, and you should act "like a mercenary" (leaving to some | |
| place where you can resume acting "like a founder") if the company | |
| is permanently plateauing or on the downs. | |
| If you're in the "upper" class it's a different game entirely. | |
| That's not really the subject of this thread (valuing equity from a | |
| typical prospective employee's POV), so I won't go there. | |
| Whether a "good startup" (great founders, great business, great | |
| investors) results in "a meaningful outcome for holders of <1% of | |
| common shares" involves so much luck and non-determinism that's | |
| beyond your influence as a <1% employee that you would be foolish | |
| to write it off to anything other than zero. The same is not true | |
| for >=1% and founders, of course, so they should value their equity | |
| differently. | |
| Edit: the "magic" that many startups try to get away with is | |
| convincing people in class X that they're actually in class X+1 | |
| (even X+2!) and that, you should therefore act like it!! Be wary. | |
| achillesheels wrote 14 hours 58 min ago: | |
| Donât take a salary if youâre in the upper. Live for the | |
| equity as a price of the pain of solving a real world problem. | |
| Not the vanity of launch parties or bell-rings X-D //thatâs | |
| meant to be an emoji | |
| davedx wrote 16 hours 1 min ago: | |
| IME picking a good startup is extremely difficult, because even the | |
| ones with PMF and growing customers can so easily fail at | |
| execution: the human factors are so huge there. You can definitely | |
| narrow the field (use common sense: evaluate their business), but | |
| long term itâs impossible to know. | |
| andrew_lettuce wrote 16 hours 41 min ago: | |
| Ok, now tell us how we differentiate across 10-person, pre-revenue | |
| startups. This advice is like buy low, sell high. Thanks. | |
| bix6 wrote 15 hours 15 min ago: | |
| You conduct your own due diligence and make an educated decision. | |
| You wonât necessarily pick a successful one but you can avoid | |
| an obvious failure. | |
| jiveturkey wrote 23 hours 13 min ago: | |
| Not sure if you mean that seriously, or with tongue in cheek. It | |
| takes a very healthy dose of luck and market timing to be | |
| successful. Even the VCs, the experts, don't know how to pick | |
| winners. They expect a 90% failure rate, and this is among the ones | |
| they picked! | |
| As an employee you don't have the same profit structure in play -- | |
| you can only work at one startup at a time. You cannot spread your | |
| bets around and let that one winner make the math work. You have to | |
| be 10x better at selecting a startup than the experts, probably | |
| 100x better if you expect to beat a big tech salary. | |
| usrnm wrote 19 hours 54 min ago: | |
| That all is correct and leads to a very simple conclusion: | |
| working for a startup has a very low probability of making you | |
| rich. Doesn't mean that people shouldn't do it, but it's better | |
| to have healthy expectations. | |
| mlinhares wrote 15 hours 48 min ago: | |
| I still think its good for college grads, gives you a lot of | |
| leeway and space to play around with many different hats and | |
| find one that fits you better. | |
| Incredibly lousy way to make money though, odds you will hit | |
| jackpot are none unless you're one of the founders and even | |
| then odds are still small. | |
| dml2135 wrote 13 hours 18 min ago: | |
| I mean, it's still a pretty good way to make money, when | |
| compared to other fields and not to other engineers at FAANG. | |
| bradlys wrote 15 hours 39 min ago: | |
| If a college grad is choosing between faang and no-name | |
| startup, their career will likely go over much better than | |
| no-name startup. Having the big name on your resume does | |
| wonders. Even for experienced candidates, keep taking the big | |
| name. The market rewards it. (Including startups - | |
| compensation packages for people with faang resumes usually | |
| are better) | |
| fragmede wrote 1 day ago: | |
| > spending today-dollars and exercising options for the right to sell | |
| stock 5 or 10yrs into the future almost never works out | |
| There are places that will, no recourse, loan you the money to | |
| exercise and pay the tax, in exchange for some percentage of the | |
| profit, provided it's for a company they like. | |
| Meaning, they lend you the money, but if there's no IPO/liquidity | |
| event, you don't owe them any money. 70% (say) of a big number may | |
| not be as big as 100% of a big number, but 100% of zero is $0. Which | |
| isn't financial advice, just a bit of math. | |
| ipaddr wrote 1 day ago: | |
| If you find a company they accept you should keep your shares if | |
| possible. Most companies will not be accepted for good reason. | |
| TuringNYC wrote 1 day ago: | |
| >> There are places that will, no recourse, loan you the money to | |
| exercise and pay the tax, in exchange for some percentage of the | |
| profit, provided it's for a company they like. | |
| Yes they do this, but only for select companies. They wont touch | |
| most startup equity. | |
| SkyPuncher wrote 1 day ago: | |
| Correct, the 409a is only going to show you the maximum possible | |
| value. | |
| Realistically, investors get their money back first, so 50% (picking | |
| an arbiter number) of that valuation value wonât ever been seen by | |
| employees. Then it gets even worse with multipliers and preferences. | |
| TuringNYC wrote 1 day ago: | |
| >> Then it gets even worse with multipliers and preferences. | |
| Yeah, and most companies wont share the cap table with you, so you | |
| do not know the multipliers and preferences. Its like you get | |
| $(409a/X) in value, but you dont know what X is and they wont tell | |
| you -- but you still have to buy in or lose everything (you | |
| typically have to exercise all options upon departure, or lose it!) | |
| Then, once you exercise, you wait for 5yrs to 10yrs for a liquidity | |
| event, if the company even survives that long. My annual discount | |
| rate would be like 10% or higher. | |
| CPLX wrote 1 day ago: | |
| > the 409a is only going to show you the maximum possible value | |
| While the points about uncertainty of options are quite accurate, | |
| this detail isnât really true. | |
| For the most part a 409a is the lowest reasonable valuation the | |
| company could talk the auditors into accepting. The lower it is the | |
| less tax paid and everyone knows that. | |
| bcyn wrote 1 day ago: | |
| You're correct about valuation, but the parent post was meant to | |
| address "how much liquid dollars should you expect to receive vs. | |
| 409a." You are likely to receive less in most cases (read: unless | |
| there are wildly successful public liquidity events) due to | |
| liquidation preferences. | |
| CPLX wrote 14 hours 14 min ago: | |
| Any reasonable 409a will be fully aware of those preference | |
| terms and will have factored them in. | |
| x0xrx wrote 1 day ago: | |
| Plenty of (non-VC backed) startups raise some money and then | |
| sell privately; itâs often the case that preference does not | |
| cause the common stock value to drop below the most recent 409a | |
| in these cases. | |
| (In my experience, the 409a is on the order of 20% of the most | |
| recent raise, and preference is not more than 50%, in my area. | |
| And obviously you hope to sell for more than the last raise!). | |
| FreakLegion wrote 1 day ago: | |
| It's the preference and its multiplier that gives investors their | |
| money back first. These aren't different things, they're one thing, | |
| and generally only matter if the company exits for less than the | |
| valuation the investors invested at. The exception to this is if | |
| any investors have a liquidation preference > 1x (you should avoid | |
| companies where this is the case). | |
| Preferences also don't stack with the rest of a liquidity event. | |
| E.g. say an investor puts in $100m at a post-money of $1b with a 1x | |
| liquidation preference. If the shares go for $900m, the investor | |
| gets back their $100m, and that's all. They don't lose money, but | |
| they don't make money either. If the shares go at a $1.1b | |
| valuation, the investor converts their preferred shares to common | |
| shares like everyone else has. The investor doesn't get their money | |
| back first and sell more shares on top of that. It's either/or. | |
| t0mas88 wrote 1 day ago: | |
| Whether it's and vs either/or is the difference between a | |
| liquidation preference or a participating liquidation preference. | |
| And indeed the more than 1x cases are also problematic for common | |
| stock holders. | |
| But I do assume the 409A for the fair marker value of the common | |
| stock takes these into account? Not a US tax expert :-) | |
| FreakLegion wrote 1 day ago: | |
| You can construct any arbitrary deal terms you like, of course, | |
| but in the Silicon Valley ecosystem nobody you'd want to raise | |
| money from does this. Deal terms are broadly standardized and | |
| the desirable investors only do clean term sheets. Quoting | |
| myself from another thread a couple years ago: VCs make their | |
| money from outlier companies, so the competent ones don't | |
| optimize for worst-case outcomes. You'll never see a dirty term | |
| sheet (e.g. liquidation preference > 1x) from Sequoia, for | |
| example, because they don't return 8x on a fund by squeezing | |
| pennies out of failed startups. | |
| To answer your question, yes, doling out company value to | |
| different share classes is part of the 409A calculation. I've | |
| used Carta and Pulley for this, but it looks like neither has | |
| their docs posted publicly. Here's Pulley's overview page from | |
| our last 409A, though: | |
| Valuation Analysis | |
| To determine the fair market value of the Subject Interest in | |
| our analysis, the following steps were taken: | |
| Step 1 - Determine the value of the Company using an | |
| appropriate methodology(ies) | |
| Step 2 - Allocate the value of the Company to the various share | |
| classes taking into account share classes economic rights and | |
| preferences | |
| Step 3 - Apply a discount for lack of marketability | |
| (âDLOMâ) to the resulting per share value of common | |
| Step 4 - Analyze any secondary transactions that have incurred | |
| in the past and determine to what extent they should be | |
| considered relevant in determining the value of the Subject | |
| Interest in the analysis | |
| The system is built to handle non-standard liquidation | |
| preferences, but anything more esoteric (e.g. your | |
| participating preferred shares) probably needs a bespoke | |
| valuation. You won't see this stuff from successful VCs, | |
| though. It would be a bit like investing in SpaceX, but having | |
| one of the terms be an increase in Earth's gravity. | |
| TuringNYC wrote 1 day ago: | |
| >>> VCs make their money from outlier companies, so the | |
| competent ones don't optimize for worst-case outcomes. You'll | |
| never see a dirty term sheet (e.g. liquidation preference > | |
| 1x) from Sequoia, for example, because they don't return 8x | |
| on a fund by squeezing pennies out of failed startups. | |
| Serious question -- if you are right, then why hide the cap | |
| tables?! Typically cap tables are even hidden from employees | |
| who have millions of theoretical dollars riding on the | |
| company. | |
| Transparency is usually an indicator of above-board terms, | |
| and opaque things are usually opaque for a reason. | |
| FreakLegion wrote 1 day ago: | |
| The cap table is just a spreadsheet of who owns what. | |
| Employees don't need to see that level of detail to | |
| understand their shares, so there's no particular reason to | |
| pass it around, and plenty of reasons not to. | |
| Many startups are happy to give relevant details, though, | |
| like the percentage of fully diluted shares you own, the | |
| last preferred share price, whether any investors got | |
| non-standard terms, etc. Rather than asking to see the cap | |
| table, ask the questions you want the cap table to answer. | |
| If they won't tell you, maybe pass on working there. | |
| ldjkfkdsjnv wrote 1 day ago: | |
| One thing no one told me: | |
| When you cofound a company, its not the equity percent, but who is in | |
| control that matters. If you have 40%, and they get 60%, but legally or | |
| otherwise (you are the face of the company), then you have control and | |
| the 40% is worth more than the 60. | |
| If you leave early after cofounding a company, there is no saying what | |
| happens to you shares, and likely they will be diluted to almost | |
| nothing | |
| Its all about control. | |
| If you are an employee, either go for a company thats a few years from | |
| IPO, a generational startup, or consider the equity worth 0. | |
| sdfasdfas134 wrote 1 day ago: | |
| This is true. Once you lose control, the VCs will start to appoint | |
| their buddies in Atherton in as CEOs, VPs, SVPs, Chiefs of Staff, | |
| etc. Eventually you get pushed out. You wont even know what half the | |
| people do. | |
| Or you get impossible performance plans placed on you (that their | |
| buddies wont get) which will mean you either achieve the impossible | |
| or you lose your founder stock. | |
| If you are giving up voting control, ensure to get a secondary sale | |
| to sell some of your stock (5-10mil) so you're set for life. Then you | |
| can let the VCs burn the company down...if you really want. | |
| leonhard wrote 1 day ago: | |
| whatâs a generational startup? | |
| shishy wrote 1 day ago: | |
| They probably meant a "once in a generation" startup like a unicorn | |
| ldjkfkdsjnv wrote 1 day ago: | |
| cursor | |
| ipaddr wrote 1 day ago: | |
| Things are moving fast. Not sure how solid they will be next | |
| year. Bigger players want that marketspace. | |
| dakiol wrote 1 day ago: | |
| Unless you work in SV, I think the advice for the rest of us is: take | |
| equity/stocks/options as a lottery ticket. Very unlikely that youâll | |
| cash something, therefore base compensation is king. | |
| ipaddr wrote 1 day ago: | |
| The problem becomes they (the company) talks/treats it as money paid | |
| and expects a lower salary (or additional passion like being happy to | |
| wake up at 4am to deal with an issue randomly) in exchange. They | |
| also want people who buy into the lie. | |
| fluorinerocket wrote 1 day ago: | |
| Exactly | |
| ptero wrote 1 day ago: | |
| It's the same thing in the SV. Unless the company is doing liquidity | |
| events the early, but post-founder equity is unlikely to pan out for | |
| employees. | |
| And it can motivate employees to stay at the company way beyond | |
| what's good for them, as leaving the company means either abandoning | |
| your equity or exercising your options and paying real money for a | |
| very risky and illiquid asset. My 2c. | |
| ghaff wrote 1 day ago: | |
| If you work for a moderately large company, it probably won't go to | |
| zero (though it could so you may want to hedge your bets). Not sure | |
| what SV specifically has to to do with it. I agree in general about | |
| focusing on cash on the barrel. | |
| strangelove026 wrote 1 day ago: | |
| At a startup where I've exercised 75% of my options because the company | |
| seems to be going to a direction where maybe it's public in a little | |
| while (and I've got some other investments which prevent me from being | |
| over-invested here). I also want to dump all of the shares as soon as | |
| they go public and I'm able (employee sale window-wise) as I anticipate | |
| that there'll be a pop followed by a drop. This is all anecdotal given | |
| what I've observed over the years. As a result of exercising everything | |
| early (back into the S&P) on I'll be able to get long-term capital | |
| gains which is a motivator. | |
| So that all said I agree with the author's take of "maybe" exercising | |
| before an IPO is worth it. This is my first time in a role where I've | |
| actually got pre-IPO Options. My last role I joined right before the | |
| company went public. The agreement there was that I'll get x$ worth of | |
| shares where the quantity is determined by the price 3 months or so | |
| after the IPO. They went from >$100 per share to like $30 a share which | |
| coincided with when I was assigned my shares lol. Oh well. | |
| dmitrygr wrote 1 day ago: | |
| > I anticipate that there'll be a pop followed by a drop | |
| You'll miss both. A 6-month lockup is typical. Sorry, do not pass go, | |
| do not collect on the "pop" | |
| PopAlongKid wrote 1 day ago: | |
| >AMT is a pretty complicated calculation | |
| Actually, it is not. It only seems complicated because it is backed | |
| into after calculating the regular tax when you use the IRS tax forms. | |
| In other words, first you calculate ordinary tax, then you make | |
| plus/minus adjustments for the things that are different under AMT. | |
| If there was a Form 1040-AMT which simply calculated the AMT the same | |
| way we calculate regular tax, you would see that it is actually simpler | |
| than ordinary tax. (depreciation is simpler, itemized deductions are | |
| simpler, personal exemptions for kids go away, the standard deduction | |
| is much higher, and so on). | |
| If we did it the other way around - calculate AMT first, then make | |
| adjustments to back into ordinary tax, then you'd say ordinary tax is | |
| complicated. | |
| Most people don't understand that under the TCJA temporary provisions | |
| enacted in 2017 and expiring in 2025, most of the changes just involved | |
| moving AMT provisions into the ordinary tax calculation. | |
| hn_throwaway_99 wrote 1 day ago: | |
| I agree AMT itself is not a particularly complicated calculation. But | |
| I don't think that was really the point of that quoted statement. The | |
| complicated part is figuring out if and when AMT applies to you, and, | |
| essentially, for how long it can raise your taxes. | |
| As you said, the tax code requires you to calculate your taxes twice | |
| - once using the "normal" rules, and another time using the AMT | |
| rules, and you pay whichever is higher. So, depending on your | |
| individual circumstances, it's non-trivial to know if AMT will apply | |
| to you when making particular money movements during the year. Also, | |
| if you have to pay AMT in year one, but then in year two the | |
| calculated AMT is below your normal tax calculation, you get a credit | |
| for the excess amount (i.e. amount over the normal tax from year 1) | |
| up to the delta between the normal tax and the AMT amount. In other | |
| words, AMT can often times just cause tax to be paid earlier, but the | |
| total amount of money (over years), ends up being the same. Of | |
| course, the time value of money comes into play - paying a tax | |
| earlier is losing money. | |
| So, point being, there are complicated considerations to take into | |
| account. | |
| Oarch wrote 1 day ago: | |
| I wonder how much longer this logic can hold. I have equity in the | |
| startup I'm at. It's a very complex platform and in a niche / emerging | |
| market. | |
| Yet could AI feasibly generate a similar (or better) app in a few | |
| years? It used to be unthinkable. Now, I'm not so sure. | |
| The development cost of software could feasibly drop to negligible | |
| levels. It no longer seems like sci-fi, more and more it seems like the | |
| inevitable direction of travel. | |
| What happens to my equity? Welp. Might not be great news. | |
| Aurornis wrote 1 day ago: | |
| Thereâs more to a successful business than masking an app. | |
| A lot of acquisitions are made by companies that could re-build the | |
| acquired product themselves. Theyâre buying the business, brand, | |
| and customer base, not the app. | |
| ldjkfkdsjnv wrote 1 day ago: | |
| This isnt true, nobody knows what will happen when you can very | |
| cheaply replicate software. The sales etc are valuable, but when | |
| the cost of producing the product goes to zero, weird things will | |
| happen. | |
| lurk2 wrote 1 day ago: | |
| This is magical thinking. If you could clone Facebook tomorrow | |
| your platform wouldnât be worth anything without established | |
| business processes, network effects, and goodwill. | |
| ldjkfkdsjnv wrote 1 day ago: | |
| line of business saas is absolutely vulernable. the biggest | |
| companies on the planet are not under thread. SAAS companies | |
| worth 100M-300M are absolutely vulnerable | |
| lurk2 wrote 1 day ago: | |
| This has nothing to do with your original claim. | |
| henry2023 wrote 1 day ago: | |
| Who says the cost of producing software is going to zero? | |
| Oarch wrote 22 hours 0 min ago: | |
| It's likely heading towards that direction. | |
| Just seeing how Veo3 has taken huge chunks of value out of the | |
| film/production space in the last week. It's going to be very | |
| hard to justify many salaries going forward. | |
| haxton wrote 1 day ago: | |
| Always treat startup equity as 0 until you've sold it. | |
| edoceo wrote 1 day ago: | |
| Correct. The motivation for equity comp should be more of "I want | |
| to change the world" than the "I want big money". The odds are very | |
| against it. | |
| Here's some older stats (2017) [1] But searching, you'll find loads | |
| more studies on startup/angel/seed. | |
| It's like, optimistically, 1/20 | |
| [1]: https://berkonomics.com/?p=2899 | |
| Oarch wrote 1 day ago: | |
| Good advice! Thankfully I do want to change the world (for the | |
| better I hasten to add) and so far so good. | |
| <- back to front page |