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House Passes Employee Stock Options Bill Aimed at Startups

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Re: House Passes Employee Stock Options Bill Aimed at Startups

#161
post #82

This is amazing news. Some context: It's quite common to owe taxes today for gains on the value of your stock -- which is an illiquid asset you can't sell. This puts employees in the position of shelling out cash to keep something that rightfully belongs to them, or simply abandoning it (failing to exercise) when they leave the company. This bill would defer taxes on gains up to 7 years, or until the company goes pub…

"Even if you file an 83b election, you are still liable for paper gains between the value of your options when you were granted them and the value when you exercised."

Wouldn't this be taxed as capital gains though - when exercised?

Re: House Passes Employee Stock Options Bill Aimed at Startups

#162

The original point of ISOs was to offer to employees the opportunity to take an economic risk with stock options (by exercising and paying for the stock at the bargain price) while avoiding the tax risk (by generally not recognizing ordinary income from that exercise and being taxed only at the time the stock was sold, and then only as a capital gains tax). AMT has since emerged to devour the value of this benefit. B…

When a new round is raised, the price paid by the investor gets her a preferred share. How does one compute the FMV of common stock compared to this? Specifically, are there any regulations regarding the max discount that can be applied to the price paid by the last investor to get the FMV of the common stock? I recently came across a case where the FMV of common stock was only few %ge points less than what the last…

The FMV of common stock should be calculated through a 409a valuation, which should take into account the preferences. The company is supposed to do this on a regular basis, and certainly should have a current 409a a the time of an option grant. An individual can't really calculate an FMV on their own (outside of a sale, which unto itself creates an FMV).

Re: House Passes Employee Stock Options Bill Aimed at Startups

#163
post #123

Earlier quoted context omitted.

> This "tax breather" is a positive step I'm really not sure that's true. Its usually a bad idea to take stock options instead of a market rate salary because most options are worthless in the long run. Lots of people do it anyway because they have a fantasy about making it big. As it stands now this is a life lesson that people spend some time in their 20s figuring out and probably walk away with nothing but some va…

This is the current meme on Hacker News, but IMHO the pendulum has swung too far. You should absolutely be very careful about working for an early-stage startup as an employee and taking options or equity in lieu of part of your salary. You should feel that you trust the founders. You should insist that they've figured out a.) who their customers are b.) why they want the product and c.) how to make money, and have s…

You're forgetting that options/equity/shares/whatever have many conditions AND on top of that there are complex schemes which can render them nil. The stockholders/VC know that and they are very good on the legal stuff.

A salary comes with no trap. You can ensure every month that you got the money.

Re: House Passes Employee Stock Options Bill Aimed at Startups

#164
post #123

Earlier quoted context omitted.

> This "tax breather" is a positive step I'm really not sure that's true. Its usually a bad idea to take stock options instead of a market rate salary because most options are worthless in the long run. Lots of people do it anyway because they have a fantasy about making it big. As it stands now this is a life lesson that people spend some time in their 20s figuring out and probably walk away with nothing but some va…

This is the current meme on Hacker News, but IMHO the pendulum has swung too far. You should absolutely be very careful about working for an early-stage startup as an employee and taking options or equity in lieu of part of your salary. You should feel that you trust the founders. You should insist that they've figured out a.) who their customers are b.) why they want the product and c.) how to make money, and have s…

> IMHO the pendulum has swung too far.

I don't think it's gone far enough.

Re: House Passes Employee Stock Options Bill Aimed at Startups

#165

Earlier quoted context omitted.

If the income is deferred, I would imagine that it wouldn't apply to AMT calculations. It'd be nice for that language to be explicit though. Regardless, the Obama Administration "strongly opposes" the bill in its current form since it would "increase the Federal deficit by $1 billion over the next 10 years." https://www.whitehouse.gov/sites/default/files/omb/legislati... I wonder how often bills with this "strong opp…

The federal budget was $3.8 trillion (with a "t") last year, and the deficit was $438 billion. Increasing the annual deficit by $100 million[1], or 0.02%, seems like a non-issue. [1] $1 billion over 10 years is $100 million per year.

Agreed — it's a pretty weak reason to "strongly oppose" a bill, which is why I'm wondering how likely it would be for the Administration to change their position. Like, what percentage of the time do they issue a statement in strong opposition but then end up passing the bill anyway?

Re: House Passes Employee Stock Options Bill Aimed at Startups

#166

Earlier quoted context omitted.

This is the current meme on Hacker News, but IMHO the pendulum has swung too far. You should absolutely be very careful about working for an early-stage startup as an employee and taking options or equity in lieu of part of your salary. You should feel that you trust the founders. You should insist that they've figured out a.) who their customers are b.) why they want the product and c.) how to make money, and have s…

You're forgetting that options/equity/shares/whatever have many conditions AND on top of that there are complex schemes which can render them nil. The stockholders/VC know that and they are very good on the legal stuff. A salary comes with no trap. You can ensure every month that you got the money.

No, I remember all those. You should know what they are and how they may be used against you, and you also should have a fairly good idea if your founders are likely to do that. Just because some people are untrustworthy sociopaths does not mean all people are.

If your boss wants to fuck you over, there are plenty of ways for them to do so, in career-ruining ways, even at a salaried job.

Re: House Passes Employee Stock Options Bill Aimed at Startups

#167
post #123

Earlier quoted context omitted.

> This "tax breather" is a positive step I'm really not sure that's true. Its usually a bad idea to take stock options instead of a market rate salary because most options are worthless in the long run. Lots of people do it anyway because they have a fantasy about making it big. As it stands now this is a life lesson that people spend some time in their 20s figuring out and probably walk away with nothing but some va…

This is the current meme on Hacker News, but IMHO the pendulum has swung too far. You should absolutely be very careful about working for an early-stage startup as an employee and taking options or equity in lieu of part of your salary. You should feel that you trust the founders. You should insist that they've figured out a.) who their customers are b.) why they want the product and c.) how to make money, and have s…

I disagree.

The optimal long term strategy for managing a portfolio of independent investments is to always pick a mix that maximizes the expected value of the log of your net worth. This leads to a more conservative investment strategy than the naive "maximize your expected value", and explains such things as why money-losing investments into buying insurance can be a really good idea.

In general this is probably not a bad life strategy.

Let's use the back of the envelope that of VC backed companies, 10% are great successes, 60% die, and 30% will last a good amount of time but don't recoup the investment. The average employee in a successful startup will get a nice payday, but not exactly a life changing amount.

This is doubly true for people capable of being software developers. Your expected income from work is already sufficiently high that a million dollar payday does not change the log of your net worth by that much. Having worked in a hot startup is good for your salary, but usually not by a factor of 2 let alone enough to really change the log of your net worth.

The end result is that it is economically irrational to give up, say, 5% of your salary in return for a chance at hundreds of thousands if the startup sells for hundred's of millions.

Now there are lots and lots of reasons to be an employee at a startup. If you do, there are lots and lots of reasons to pick one that you think has a good shot. But the hope of becoming rich off of options is only one of them if you derive great entertainment value from it.

Re: House Passes Employee Stock Options Bill Aimed at Startups

#168
post #167

Earlier quoted context omitted.

This is the current meme on Hacker News, but IMHO the pendulum has swung too far. You should absolutely be very careful about working for an early-stage startup as an employee and taking options or equity in lieu of part of your salary. You should feel that you trust the founders. You should insist that they've figured out a.) who their customers are b.) why they want the product and c.) how to make money, and have s…

I disagree. The optimal long term strategy for managing a portfolio of independent investments is to always pick a mix that maximizes the expected value of the log of your net worth. This leads to a more conservative investment strategy than the naive "maximize your expected value", and explains such things as why money-losing investments into buying insurance can be a really good idea. In general this is probably no…

Why log?

I get that your utility function from money is non-linear, but I would expect a more accurate model to be a step-function, with large steps at "out of debt", "can tell a bad boss sayonara", "can buy a house", "can pay for kids' college eduaction", and "never have to work again". Equity payouts from a typical startup exit often line up nicely with the middle three, and if you hit the Google/Facebook jackpot, sometimes the last.

Re: House Passes Employee Stock Options Bill Aimed at Startups

#169

Earlier quoted context omitted.

Totally agree! A consumption tax with a tax prebate (aka basic income guarantee) makes it progressive. To head off the argument that it's regressive because wealthier people spend a smaller fraction of their income: true for a snapshot in time, but not over the course of their lives. Spending a fraction of your income = saving = spending later. So in retirement they could have an effective >100% income tax rate. Also…

> Also, switching to this program would be a one-time double-tax on savings which will disproportionately affect those who've saved more; i.e. "progressive". i.e. "putting retirees out on the street". Such a bill would need to provide a fix for that case, where someone has a fixed amount of savings intended to provide for themselves in retirement and cannot afford a sudden 10% increase in all prices. For instance, on…

But wouldn't this encourage the rich to spend overseas? They would pay no tax on their income, and then they'd be free to go and spend it abroad in countries where there is an income tax, but no/lower consumer tax.

Re: House Passes Employee Stock Options Bill Aimed at Startups

#170
post #123

Earlier quoted context omitted.

> This "tax breather" is a positive step I'm really not sure that's true. Its usually a bad idea to take stock options instead of a market rate salary because most options are worthless in the long run. Lots of people do it anyway because they have a fantasy about making it big. As it stands now this is a life lesson that people spend some time in their 20s figuring out and probably walk away with nothing but some va…

This is the current meme on Hacker News, but IMHO the pendulum has swung too far. You should absolutely be very careful about working for an early-stage startup as an employee and taking options or equity in lieu of part of your salary. You should feel that you trust the founders. You should insist that they've figured out a.) who their customers are b.) why they want the product and c.) how to make money, and have s…

The pendulum hasn't swung far enough, because the predominant meme on HN (because it benefits the YC model directly!) is that investors and founders are kinda sorta the same class, and early employees and everyone else can eat shit and die ("Graduate to better things").

These same folks will balk at a few points of stock, will backload options so folks're basically handcuffed to a desk for a few years until vested, and will buy into the rubbish pushed by Scott Kupor that explicitly views early employees as obstacles to be stripped of their equity to fuel later growth ("Are there any other management practices where one would optimize for former employees at the expense of current employees?").

This exploitation is slowly getting the results it deserves.

> Equity aligns your incentives with the company and ensures that if it does well, you do well.

There is not a strong correlation between how well the company does and how well you personally do. You can be relieved of your options through contractual shenanigans, you can be put (even with this bill) in a place where you can't afford to exercise them within their window, you can be burned out or injured to the point where you have to leave and then the company reaps the benefits of your work and you don't.

Moreover, your incentives are never aligned with the company, because companies are utter sociopaths and fear no backlash from screwing you over if it makes economic sense. You will almost never legally be in a strong enough position to fight the company with its resources if you find yourself in a bad place--unless the company has grossly fucked up. There can be no meaningful alignment of incentives under such an environment.

> Under capitalism, taking cash is a loser's bargain, not in the sense that you always make less money (you often make more), but in the sense that cash dominates equity only if you've picked a losing organization.

This is a gross over-simplification. If you are unable to maintain a large enough equity chunk, you may not make more than a salary would've provided. If the company stock tanks, you may not make more than a salary would've provided. The idea of "a losing organization" just isn't very useful here, because a lot of organizations "lose" for any number of reasons--unless the definition here is being picked as "an organization whose equity is worth more than salary", which is a cop-out.

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