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The phrase "nullify a share grant" has no legal meaning that I'm aware of. There are some semi-legal ways to do this, eg dilute some shareholders by issuing a

The phrase "nullify a share grant" has no legal meaning that I'm aware of. There are some semi-legal ways to do this, eg dilute some shareholders by issuing a ton of new shares and give them to other existing shareholders (you see this done in The Social Network). However, minority shareholders do have rights and they can sue if there is no basis for the new grants. What Juno seems to be doing is asking people to sign away both (1) their shares and (2) their right to sue in exchange for around 10% of what they previously thought was the cash value of their shares. I suspect the reason for this is that the acquisition is taking place in shares of Gett stock, not cash, and Gett doesn't want 10,000 small shareholders on its cap table, but also doesn't have $50 million of cash lying around to pay these drivers, so it's trying to pay them $5 million and make the problem go away.

mcguire 9y ago
Doesn't sound like they are real shares: "Still, drivers have been building up restricted shares (called RSUs)."
- calcsam 9y ago
  Restricted shares // RSUs are real shares, as long as they have vested. Restricted refers to the fact that they need to vest, as well as some other terms typically attached, like transfer restrictions.
- basseq 9y ago
  Most commonly (and traditionally), RSUs are "real shares" of common stock, just wrapped in another layer of requirements (e.g., vesting schedule). This is not always true (e.g., Facebook and "phantom shares"). Regardless, RSUs have a value that is pegged to common stock.
  - wweidendorf 9y ago
    RSUs =/= restricted stock; however, people tend to use the terms interchangeably. A RSU isn't a real share until it vests (at which point it becomes a common share), while restricted stock is a real share that has vesting requirements or some performance requirements (or both).
    - basseq 9y ago
      So the bigger point here is that RSUs are worthless... until they vest (at which point they aren't RSUs anymore). So, technically, Juno is being incredibly generous by offering any value whatsoever for RSUs ("unvested stock"). Now, even more technically, RSUs do have value and are kept on company books at the same value as the underlying stock. But they don't have value to the RSU holder. And unless you have an acceleration clause in your equity agreement (which most people can't negotiate until they're pretty senior), those RSUs expire with a $0 value. (The value of the underlying stock drops to $0 because the corporation no longer exists.)
marvin 9y ago
If these are in fact real shares, I suppose some enterprising fellow could offer drivers 4 cent a share in order to get a great deal to Gett stock?
basseq 9y ago
Here's the other thing: those RSUs may still be restricted. According to the article, Juno launched "right around this time last year". Those RSUs may not have vesting schedules <12 months. Which could imply the company is, in fact, accelerating vesting at a % of the total value. Combine a <100% acceleration with some liquidation preference math for preferred stock, and there you go. This is all conjecture. We have no idea how many shares are outstanding, liquidation preferences, etc. We don't know if RSU-holders are being "screwed", or how. The suggestion that the "par" price of a RSU is $0.20 could be "what-if" math. ("You could take $100 today, or 500 RSUs that might be worth even more in the future!")
ChuckMcM 9y ago
> The phrase "nullify a share grant" has no legal meaning that I'm aware of. I think it was used more as a description of the effect of the acquisition agreement. And it is not uncommon to structure these agreements as an 'asset purchase' where the there is money exchanged for the 'good' assets of a company, and the shell is left behind holding the 'bad' or 'toxic' assets. In those agreements the acquiring company pays the shell company some cash for the assets, which the board of the company being acquired can generally decide to disburse in any way they choose, but they will generally do it in a way that minimizes legal exposure, so pay of outstanding loans, fees for breaking leases, contracts, Etc. and then the shell dissolves. In that process all sorts of things can and do happen, and it depends on part on the corporate bylaws and the laws of the state in which they are incorporated. That said, RSUs also have a notion of 'vesting' and prior to vesting are not available to the grantee. If you redefined the RSU program to never vest that would essentially 'nullify' the RSUs or if you simply cancelled them outright. Vested RSUs are called "stock" :-) and the class of shares can have its own set of voting and liquidation rights. Bottom line is that while there are 'common practices' the rules are pretty flexible. The major flex points are when the company is incorporated, when a stock pool is created (as it would be for RSUs and ISOs etc), and when a company is acquired.

mcguire 9y ago

Doesn't sound like they are real shares: "Still, drivers have been building up restricted shares (called RSUs)."

calcsam 9y ago
Restricted shares // RSUs are real shares, as long as they have vested. Restricted refers to the fact that they need to vest, as well as some other terms typically attached, like transfer restrictions.
basseq 9y ago
Most commonly (and traditionally), RSUs are "real shares" of common stock, just wrapped in another layer of requirements (e.g., vesting schedule). This is not always true (e.g., Facebook and "phantom shares"). Regardless, RSUs have a value that is pegged to common stock.
- wweidendorf 9y ago
  RSUs =/= restricted stock; however, people tend to use the terms interchangeably. A RSU isn't a real share until it vests (at which point it becomes a common share), while restricted stock is a real share that has vesting requirements or some performance requirements (or both).
  - basseq 9y ago
    So the bigger point here is that RSUs are worthless... until they vest (at which point they aren't RSUs anymore). So, technically, Juno is being incredibly generous by offering any value whatsoever for RSUs ("unvested stock"). Now, even more technically, RSUs do have value and are kept on company books at the same value as the underlying stock. But they don't have value to the RSU holder. And unless you have an acceleration clause in your equity agreement (which most people can't negotiate until they're pretty senior), those RSUs expire with a $0 value. (The value of the underlying stock drops to $0 because the corporation no longer exists.)

marvin 9y ago

If these are in fact real shares, I suppose some enterprising fellow could offer drivers 4 cent a share in order to get a great deal to Gett stock?

basseq 9y ago

Here's the other thing: those RSUs may still be restricted. According to the article, Juno launched "right around this time last year". Those RSUs may not have vesting schedules <12 months. Which could imply the company is, in fact, accelerating vesting at a % of the total value. Combine a <100% acceleration with some liquidation preference math for preferred stock, and there you go. This is all conjecture. We have no idea how many shares are outstanding, liquidation preferences, etc. We don't know if RSU-holders are being "screwed", or how. The suggestion that the "par" price of a RSU is $0.20 could be "what-if" math. ("You could take $100 today, or 500 RSUs that might be worth even more in the future!")

ChuckMcM 9y ago

> The phrase "nullify a share grant" has no legal meaning that I'm aware of. I think it was used more as a description of the effect of the acquisition agreement. And it is not uncommon to structure these agreements as an 'asset purchase' where the there is money exchanged for the 'good' assets of a company, and the shell is left behind holding the 'bad' or 'toxic' assets. In those agreements the acquiring company pays the shell company some cash for the assets, which the board of the company being acquired can generally decide to disburse in any way they choose, but they will generally do it in a way that minimizes legal exposure, so pay of outstanding loans, fees for breaking leases, contracts, Etc. and then the shell dissolves. In that process all sorts of things can and do happen, and it depends on part on the corporate bylaws and the laws of the state in which they are incorporated. That said, RSUs also have a notion of 'vesting' and prior to vesting are not available to the grantee. If you redefined the RSU program to never vest that would essentially 'nullify' the RSUs or if you simply cancelled them outright. Vested RSUs are called "stock" :-) and the class of shares can have its own set of voting and liquidation rights. Bottom line is that while there are 'common practices' the rules are pretty flexible. The major flex points are when the company is incorporated, when a stock pool is created (as it would be for RSUs and ISOs etc), and when a company is acquired.