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Stock options are complicated

benkuhn.net

41–50 of 132 posts

Re: Stock options are complicated

#41
post #16

In my experience most people at startups who leave end up not exercising their options due to the cost of exercising them coupled with the fact that they may be underpaid due to the assumption that their options may end up quite valuable. So basically they pay somebody 90k/year then give them ~20k/year in options. Then they quit after 2 years and have 90 days to buy like 50k worth of stock at the strike price they we…

Not to mention $90k person is likely leaving because they have low faith in the company in the first place.

Re: Stock options are complicated

#42
post #16

In my experience most people at startups who leave end up not exercising their options due to the cost of exercising them coupled with the fact that they may be underpaid due to the assumption that their options may end up quite valuable. So basically they pay somebody 90k/year then give them ~20k/year in options. Then they quit after 2 years and have 90 days to buy like 50k worth of stock at the strike price they we…

At this point, anybody offering those terms is well-aware it's not in the employee's best interest. And they don't give a shit. I agree, 90 days is totally ridiculous.

A 90-day window might be better for you if you want to stick around at a company for a while and there were other people that came before you, but left. "Dead equity" of startup employees who have left but not exercised means that they can let you do all of the work while they dilute the available equity pool (i.e., take money directly out of your pocket). This a16z article goes into this: http://a16z.com/2016/06/23/options-timing/ (Though I'm not saying I agree 100% with their naturally biased position)

An extended exercise window is not an end-all-be-all solution. Other solutions that don't have the dead equity problem include:

1. Actually pay startup employees reasonable salaries and don't pretend their equity is 100% certain to lead to great riches since it is a risk

2. IRS / Congress could fix tax treatment in this situation, since it is not serving the purpose it was intended to (avoid rich people dodging taxes)

3. Startups actually IPO / get liquid faster instead of contributing to our existing private equity bubble where liquidity events are delayed indefinitely, rendering equity useless. More liquid cash flying around is generally better for everyone as long as it's not a dotcom-era bubble.

Employees have just as much of a responsibility to learn this stuff as their employers do to act generally ethically. They're your employer, not your parents.

Re: Stock options are complicated

#43

I can't help but feel the system is highly rigged in favour of investors. Many countries have tax incentives for investors, but when it comes to people actually joining startups, investing their time and effort, then all you get is a tax bill - and mostly at a highly inconvenient time to pay it! It very much feels like the system is designed to keep the rich rich, and to put the working (wo)man in their place.

Our perspective depends on the relative value/scarcity of capital. If capital is scarce and valuable, it makes sense for a system to be designed to reward and protect capital risk. But the "standard terms" haven't changed much since the 80's and capital is definitely more abundant today than it was before. Valuations for early companies are ~10x what they used to be decades ago. Founders give up a fraction of ownersh…

There are two different things going on here though - one is whether we offer incentives for investors.

The other is how the tax system works when people receive options / equity.

The problem with 'receiving' equity is that 1) Current laws treat equity as if it was cash - but it's not. 2) Whether employees should be compensated and recognised for their potential opportunity costs - essentially given a similar deal to investors.

Keep in mind that many startups will offer equity in lieu of the salary that they would otherwise command.

Also, if you're offered a significant portion of equity in a startup, then taxes currently make a large disincentive for people to accept and join the startup.

Re: Stock options are complicated

#44
post #31

I'm getting into trading options but I don't work for an employer who grants them to me. I'm curious, can you sell your options without exercising them or are the kinds of options you get from an employer not the kind of options you buy from an exchange?

The two types of options are similar in that they have the same general terms. However, you cannot sell your ISOs on the CBOE, because they differ in details, the most important one being that the exchanges only trade in options for publicly traded companies.

That doesn't mean you can't sell your ISOs to someone else; there just isn't a marketplace for it.

Re: Stock options are complicated

#47
post #23

AMT and the 90 day limit on exercising after leaving a company are the main things that make options painful. There has been some movement in the industry to get away from the 90 day limit (by converting from ISOs to NSOs), but has there been any recent attempts to get the AMT rules changed for ISOs? Does anyone think the current AMT rules for stock options are fair? I'm curious how this is viewed by people outside t…

There was an effort last year to pass a bill to fix the AMT horror show with regards to options last year.

https://www.congress.gov/bill/114th-congress/house-bill/5719

I think ironically to the bubble many of us live in the Silicon Valley, this was proposed by a Republican and passed in the House. Never made it in the Senate. A refreshing reminder good ideas still come from all slices of our political spectrum.

Re: Stock options are complicated

#48
post #23

AMT and the 90 day limit on exercising after leaving a company are the main things that make options painful. There has been some movement in the industry to get away from the 90 day limit (by converting from ISOs to NSOs), but has there been any recent attempts to get the AMT rules changed for ISOs? Does anyone think the current AMT rules for stock options are fair? I'm curious how this is viewed by people outside t…

There was an effort last year to pass a bill to fix the AMT horror show with regards to options last year. https://www.congress.gov/bill/114th-congress/house-bill/5719 I think ironically to the bubble many of us live in the Silicon Valley, this was proposed by a Republican and passed in the House. Never made it in the Senate. A refreshing reminder good ideas still come from all slices of our political spectrum.

Everyone hates the AMT; very roughly Democrats think it's a broken tool for addressing a real problem, and Republicans see the problem it addresses as a good thing.

Re: Stock options are complicated

#49
After working at 4 different startups over the past 10 years I can tell you with a very high certainty that the only people who will make much $$$ from options are founders and investors.

Early Employees generally are shafted. Don't think your 20-200 basis points will be worth anything at the end of it. Make a decent salary and avoid companies that work you to death. Take it as a learning experience and look at the options as pure monopoly money.

EVERYTHING is skewed towards founders and investors.

Re: Stock options are complicated

#50
post #24
post #19

Earlier quoted context omitted.

The US is probably the worst in this respect, and I heard Canada is quite bad, but most of European tax systems follow the "pay taxes only when money comes your way" principle, which puts all investors on equal footing.

What is the trap / bad part in Canada?

Taxes on income (share value - option strike price) become owing on option exercise.

If the company is not a CCPC (Canadian-controlled private corporation) and the option strike price was less than the share value at grant-time, you may qualify for a 50% deduction (bringing it in line with capital gains), subject to some conditions (arms-length dealing, etc).

If the company is a CCPC, you can defer the taxes until the shares are sold. If sold within 2 years, you pay full income tax. If sold after 2 years of holding, a 50% deduction applies bringing it in line with capital gains. CCPC status of options are grandfathered in so if the company loses CCPC status (e.g. bringing in US investors), your options continue to qualify.

Keep in mind that going bankrupt/company sale are forced sales of your shares, which could hit you with a big tax bill and since that tax bill is income (not cap gains), the capital losses of the sale cannot be used to offset it! If you find yourself in this position, you should contact the CRA. They have forgiven these kinds of errors in the past (Nortel employees, JDS Uniphase) with a special treatment of the gains/losses. No guarantees though.

CCPC employees should also look at the lifetime capital gains exemption (LCGE) of $750000 to reduce taxes on the capital gains following exercise, and the allowable business investment loss (ABIL) which can be used to halve the tax owing in the downside case. In theory, the 50% deductions mentioned above and the ABIL stack to reduce the tax owed to 0. The ABIL can only be claimed if the company is a CCPC when it is wound up; so it's possible to lose the ability to claim the ABIL if e.g. US investors come on board later and get a majority of the company.

All these rules make perfect sense assuming there is easy liquidity, but it's a mess for illiquid shares.

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