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Uber plays hardball with early shareholders

fortune.com

31–40 of 100 posts

Re: Uber plays hardball with early shareholders

#31
post #25

Earlier quoted context omitted.

I'd say the options are worth more like 5% of whatever their value is when you get them. They aren't worthless but it really is a high risk gamble that you are going to get value out of them.

A lottery ticket with 5% odds of payoff would be phenomenal. I think $0 is the proper value - I've never worked for a startup that paid dollar one on options. Warning, if I work somewhere, you should short that stock / not take options. Sorry.

Fair enough. Maybe it is more like .1-1%. I made up the 5% number off the top of my head tbh. I'd really need to sit down and see what % of startups actually go public. That would be a fairer number to use. 1 in 20? 1 in 50? 1 in 100?

Please keep your profile updated with where you work so I can short them. <3

Re: Uber plays hardball with early shareholders

#32

I'm in what might be a very similar position: I'm employed at a startup and was just given an option grant as a performance bonus. I believe I can't sell the stocks, and we're not really looking to go public, so I don't know what use they are or what any of it means. Is there a certain class of lawyer I can take my paperwork to and pay some fee for them to go over it and tell me what my options are (no pun intended)?

I would try reading your agreement, it usually plainly talks about what its restrictions are.

For instance a very common clause is called "first option" (don't quote me on these names, not 100% certain they are correct), in order to sell the stock you must first offer the company the stock at the same price.

An alternative (probably the one in the Uber example here) is "first option at market" where in order to sell you must first offer to sell to the company at the market rate ("helpfully" determined by the company).

Re: Uber plays hardball with early shareholders

#33

"This fear of being viewed as a startup enemy also is why none of the early Uber investors we spoke with would allow us to publish their names." What is a "startup enemy" and how does wanting to recoup some of your investment make you one?

A "startup enemy" is someone who puts their own interests above those of the startup.

So, basically, your VC money is awesome, wonderful and welcome until the check clears...and then you're the "enemy" for wanting to stay in control of it.

Doesn't this reduce every early investment in a startup into a binary thing? You either lose it all, or hit a home run. Unless you pull a Groupon and exit everyone before the IPO.

Re: Uber plays hardball with early shareholders

#34
post #6
post #4

Isn't there a law that if there are more than 500 shareholders for a private company that the company must go public? Sounds like a totally reasonable reason for keeping a tight hold on the stock.

Yes, but they should pay market rates for the stock. The article made it sound like they were trying to buy it up at $4 billion evaluation when they knew they'd be auctioning some off for $10+ billion.

Not that I think Uber is handling this constructively, but there's a valid reason why they would not offer the valuation bandied about in the press: they are not buying the same equity as the $17 billion+ equity.

The venture investors bought Preferred equity, the shares being sold by the employee are almost certainly Common equity. Common equity is worth less than Preferred equity. The times I have seen offers to buy Common shares in connection with a Preferred round, the discount has been as high as 50%.

This makes sense: assume you are an investor putting $1.2 billion into a company that has previously raised $300 million (this is roughly the recent Uber situation.) You are investing at a $17 billion valuation. Now assume that you were very, very wrong on the valuation and the company ends up selling for 90% less: $1.7 billion. You still get your money back. If the company goes on and sells for $34 billion, you double your money. This asymmetrical payout is one reason venture firms are comfortable taking the risk of such a high valuation.

Now assume you bought $10 million of Common shares from a former employee. If the company ended up selling for $1.7 billion, you would get back roughly $100,000 (assuming the preferred owns half the company.) You don't really have an asymmetrical payout: you stand to lose money if the valuation is wrong.

A wider the spread between the Preferred price and the Common price implies less confidence in the Preferred valuation. The actual valuation is the Common valuation, and the extra amount paid for Preferred stock is a kind of option value. So an alternative explanation to Uber short-changing its Common shareholders is that they believe the expected value of the company is closer to $4 billion than $17 billion and the Preferred buyers think the range of possible outcomes has an extremely large standard deviation.

Re: Uber plays hardball with early shareholders

#35
post #9

"This fear of being viewed as a startup enemy also is why none of the early Uber investors we spoke with would allow us to publish their names." What is a "startup enemy" and how does wanting to recoup some of your investment make you one?

If you got into a legal battle with your employer, there would be consequences to future employment. The same is true of investors. A legal battle with a company you invested in might close off access to future deals. Now, a reasonable person might evaluate the facts of the case if they have time...but not everyone has the time and/or would agree that they should sue Uber. It is alot like having worked on a porn site…

"If you got into a legal battle with your employer, there would be consequences to future employment."

I mean, is this really the case though? Any reasonable employer I know of would say, "Oh, well, that's unfortunate, but your business", and move on.

I think this repeated meme is just a good way to keep workers in their place.

Re: Uber plays hardball with early shareholders

#36
post #24

I would imagine of they happen to be an S or C Corporations. I believe C-Corps are mandated to go public if they exceed 100 shareholders per SEC. It also depends.

This is a commonly held belief but is false:

> Companies with more than $10 million in assets whose securities are held by more than 500 owners must file annual and other periodic reports.

http://www.sec.gov/about/laws.shtml

The reason people believe that it forces companies to go public is because, in many cases, the incremental cost to going public (above and beyond the filing) is insignificant compared to the advantages.

Re: Uber plays hardball with early shareholders

#37

If you can't sell it, you don't really own it.

No: if you can't sell it, it is not money-equivalent but you own it anyway.

You cannot sell your arm, or your life, or so many other things.

And at the same time, it is not that they can't sell it. They can't at the price they expect. Which is different.

Re: Uber plays hardball with early shareholders

#38

I'm in what might be a very similar position: I'm employed at a startup and was just given an option grant as a performance bonus. I believe I can't sell the stocks, and we're not really looking to go public, so I don't know what use they are or what any of it means. Is there a certain class of lawyer I can take my paperwork to and pay some fee for them to go over it and tell me what my options are (no pun intended)?

Just ignore it, think of it as a written "thank you", and forget about it until the company goes public.

Re: Uber plays hardball with early shareholders

#39

It's amazing to me what companies will stick in these contracts, and how deep down the rabbit hole they'll stick it. It's their stock to do it with, of course, but it's just annoying that seemingly employee-centric companies will do such seemingly abusive things. For example, I've seen instances of sale restrictions being four contracts deep (e.g., "shall be governed by (x) agreement", and that agreement says "shall…

My general advice is to always appreciate it, but never depend on it as part of your compensation in any way (and Good Lord, don't bank your retirement on it!).

If thats the case why would talented folks work for a startup? Go work for Facebook or Google...

Re: Uber plays hardball with early shareholders

#40
post #14

Earlier quoted context omitted.

Ultimately, workers need to value the options properly: ~$0. Interestingly, with options/RSUs clauses in employement contracts, workers are making "investments" in privately held securities on the order of ~$100K. In general (outside of employment contracts) such investments are not legal if the worker is not signed off as a "sophisticated investor". I would like the SEC to close this loophole, by mandating some mini…

I'd say the options are worth more like 5% of whatever their value is when you get them. They aren't worthless but it really is a high risk gamble that you are going to get value out of them.

5% is IMO extremely generous. Basically what that means is that there is a 5% chance that:

1 - Your options will fully vest before you leave the company due to internal or external factors

2 - The company will reach an exit (as opposed to flop over and die)

3 - The company will reach an exit sizable enough that after accounting for cut price, your options are still worth the value when you got them (accounting for inflation, of course)

4 - That #3 is still true after accounting for dilution

5 - You will successfully be able to exercise and exit your position without running into restrictions like this scenario.

Personally, the odds of all 5 points being hit for a particular company is a lot lower than 5%. It may be worth doing the math, but almost all of the time the number is so close to 0 that it's useful just to value all options at $0.

tl;dr: Never take a pay cut for options. Good God.

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