4 ms·

Setting the acquisition share price to the preferred share price of the last round is a good start.

• shimon 18y ago
  If I understand correctly, here's what this means: - Last round, the investors bought in at, say, $10/share. They got preferred stock, which gives them access to more of the company's assets in the case of failure and certain other rights (like maybe they have a say as to whether a certain acquisition can go through), but otherwise represent the same portion of equity as shares held by any other stockholder. - If you're getting incentive stock options, you'll be getting common stock. This is worth much less than preferred stock, say $1 instead of $10, because in the worst-case it is worth nothing whereas the preferred stock might be worth a gently used Aeron or two. - If the company is doing well and on track to an acquisition, the acquirer will buy all the stock. They'll pay at least $10/share, since that's what it'll take to prevent the last round of investors from losing money. In the acquisition, does the acquirer pay the same price for a share of stock, whether preferred or common? If yes, then I think this all makes sense; if no, I've clearly missed something important.
  • nivi 18y ago
    In an acquisition, the preferred stock is converted to common and the acquirer pays the same price for every share of common stock.
    • mattmaroon 18y ago
      What if the preferred stock has a liquidation preference and the amount is smaller than their investment? There are some cases where the preferred shareholders can get paid and not the common right? Obviously you weren't talking about that sort of acquisition, but it does highlight the point that common stock would be worth somewhat less than preferred due to that potential unless I misunderstand something.
      • nivi 18y ago
        Agreed. We'll cover liquidation preferences in Part 2. In general, I like to look at the "lottery ticket" value of the options. What are the options worth if everything works out? Especially when the startup can afford to pay a reasonable salary, I think of the options as a free lottery ticket.
        • mattmaroon 18y ago
          I'd like to hear more about exercising options early. I had no idea that could be done. Not that I'll ever be in that situation, but I'm just curious how that happens. Sounds like a bit of a legal hack. Did you mean with the 83b form?
          • nivi 18y ago
            You exercise the options before they vest and the company maintains a right to repurchase the options that expires over time. From the perspective of the company, it is like reverse vesting. Talk to a lawyer for the myriad details but if you ever hire someone who knows his stuff, he will want to exercise his options immediately.
            • abstractbill 18y ago
              I did exactly this when I joined justin.tv - it's not very difficult to arrange. The hardest part was actually finding a CPA who had any availability to work with me, and who I felt I could trust (he came recommended by a friend). It's obviously important to keep in mind that to exercise your options you'll need some cash. If your share is big and the company has been well funded already, you might need a lot of cash. And you need to be prepared to lose it all if the company fails.
            • prakash 18y ago
              Can you please write a post that covers this? Thanks, Nivi!
        • sanj 18y ago