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How Wall Street Middlemen Help Silicon Valley Employees Cash in Early
- davidu 11y agoThe result of this small cottage industry is that employers will be tightening up their shareholder agreements and their stock transfer restriction clauses.
- ryandrake 11y agoOr, they will react to the high demand from employees that wish to be able to liquidate their equity. This could cause companies to get more creative/competitive with their compensation. One of the great advantages to working for a company that's freely traded is that you can sell your equity as soon as it vests.
- npkarnik 11y agoIn some cases maybe, but hopefully most founders who obtain some personal liquidity in later rounds are not sadistic/hypocritical enough to deny their employees the same opportunity. But you're right, one potential large risk is a Chris Sacca -like situation, where one investor/investment group uses many anonymous buying agents to acquire a huge stake in a takeout/IPO candidate, via secondary liquidity. That can mess up a final outcome for whoever thought they had control over the cap table.
- corford 11y agoBased on a comment further up, my understanding is people buying on the secondary markets are not actually buying the shares. They're just offering $X to an employee now in return for being entitled to the full sale price of that employee's shares ($Y) immediately after IPO. $Y could be higher or lower than $X (that's the agents risk) but at no time does the agent actually own the shares.
- gyardley 11y agoPeople buying on secondary markets often directly buy shares. They only resort to derivatives when they're unable to buy directly due to stock restrictions.
- corford 11y agoAren't most pre-IPO shares restricted though (company has ROFR, company board can block sale of shares to a third party they don't like etc.)?
- gyardley 11y agoYes, but the type of restriction matters. Sometimes it's just a ROFR at the same price, and that alone isn't enough to deter either buyers or sellers from directly buying and selling.
- philipn 11y agoThis is really interesting, because in many cases these employees go many, many without being able to sell any of their stock. One thing stuck out to me, though: "Terms of the deal call for Mr. Ballenegger to pay back the money if Chartboost goes public or is sold" So if the company is acquired for less than the valuation made when he established the transaction with the derivative seller, he'd be up shit creek, no?
- SeoxyS 11y agoHey - I'm "Mr. Ballenegger." (Coincidentally, that reporter found me through an HN comment where I explained how secondaries worked.) Derivatives like this are typically structured as a sale of the economic interest, not a loan. In this scenario, if the company sells or IPOs, the terms call for me to liquidate my position as soon as possible and transfer the proceeds to the buyer. If the sale is not a positive outcome for the investor, I have no liability. I think this could probably have been worded much better in the article.
- btilly 11y agoProbably no. The idea behind a deal like this is you get money now based on the valuation, and then when you're in a position to sell, you pay back on the valuation then. Which money you presumably have because you sell the actual stock you receive. However there are a lot of ways this can go south. For a realistic instance Chartboost goes public, he gets hit with AMT taxes, and then finds out that as an insider he's not allowed to actually sell the stock for 6 months. He now has to cover both the current valuation and a tax burden he never knew about, but has no actual money. I could multiply scenarios here. But the lesson is don't do this unless you have good legal advice. And the Wall St guy just wants to do the deal, carefully protecting the person providing shares is not a priority.
- beachstartup 11y agowhat this tells me is: 1. for employees, startups are a lottery where an ipo is no longer a prerequisite for winning 2. for the rich and well connected, there exists an entirely separate and privileged market for startup equity. 3. the world isn't a fair place and complaining about it doesn't help. be luckier or do your own startup if you want more money.
- chollida1 11y agoI think if anything, this type of arrangement will only increase. it won't be long until this gets securitized so you can buy a basket of pre-ipo stocks that are at the mezzanine level of funding. Employee's get to take a bit of risk off of the table, investors get to buy into pre-ipo stocks. As long as we can create a suitable vehicle to get around the share holder limit, and I'm pretty sure this is a well researched area, I can't see how this doesn't become another securitized product. If the alternatives are private secondary markets or employee's being locked up util the company chooses to go public then this seems like a clear win. This fixes one of the biggest problem with valuing startups. Right now startup valuations are high because, just like free agent sports stars, you only need one person to cut you a check for the valuation you want. Meaning, even if everyone else thinks you are extremely over priced you still get the valuation/money due to the one rogue investor/owner. This has the effect of pushing valuation only upward. Imagine an ETF that pools shares in pre ipo stocks. Now you can take the positions that the unicorns are over priced and short them. This should give us much better insight into what the entire market thinks these startups are worth. EDIT as pointed out, companies may change their option plans to counter this, I disagree that this will happen in a meaningful way. I think the good companies to work for won't and the bad companies will be left with the choice of hiring only people who can't get better jobs or following along. 30 years ago stock options for everyone wasn't common. 10 years ago, perks like free food weren't that common. Eventually if people are hard to find, companies come around. You could be right that this will never fly, but I'm betting on the good companies dragging the rest of them along.
- mblevin 11y agoThat would be great - but companies are going to be exercising right of first refusal and changing option plans left and right long before that happens. Actual price transparency (with low volume that will further distort the differences) for thumbsuck, pie-in-the-sky valuations in an overheated market has only a major downside for founders and investors. Remember your incentive stock option plan can be changed on a whim by your "stock plan administrator" (e.g. the founders and investors).
- f00sion 11y ago
- jameshart 11y agoWouldn't it be more efficient in this case to have the startup sell share options directly to the investment market, and use the funds to pay their employees? This model of paying employees in options, then having traders offer to liquidate those for cash, puts risk on the person who can least afford it out of the three parties involved - the employee.
- foobarqux 11y agoBut then they would need to deal with SEC regulations.
- soldergenie 11y agoWhat happens in a market downturn and people suddenly holding private shares worth a lot less than what they paid for? Then, you have lawsuits from these holders claiming they didn't understand the risks of what they were investing in (e.g.: no financials statements, etc) and these schemes will start coming under the same regulatory scrutiny as public companies.
- ojbyrne 11y ago2 words: "accredited investors." 2 more words: "no recourse."
- q2 11y agoAs long as this industry exposure is low, bubble bursts may not impact main stream economy but if the exposure is more, then as previous financial crisis shows,---due to inter linkages in finance sector and due to wrong judgments of even supposedly sophisticated investors,--- main stream economy cannot live insulated life. So as of now, risk may be limited to investors in question only but if the scope and invested money increases, then it can create fresh financial crisis worldwide.
- ScottBurson 11y agoSo this is where Sarbanes-Oxley has gotten us: to where it's so painful to run a public company that companies put off their IPO much longer than they would have, so people figure out how to trade the stocks anyway -- but in doing that, they have to go on far less information than they would have had, pre-Sarbanes-Oxley, when the company would already be public. The law of unintended consequences is alive and well.
- nostromo 11y agoIt reminds me of our response to the 2008 crisis. We all learned the dangers of having banks that are too big to fail. But now we have fewer banks than at any time since the great depression, in part because Dodd-Frank is more difficult for small banks to follow than the large banks. http://www.wsj.com/articles/SB10001424052702304579404579232343313671258 http://www.wsj.com/articles/SB100014240527023045794045792323...
- MCRed 11y ago(This issue hits politics, and below I give an illumination of why conservatives and liberals should both be concerned. But please note I'm not taking any position other than that people should learn more about the Federal Reserve.) One of the "reforms" that was enacted in response to the 2008 crisis was to give the Federal Reserve regulatory powers. They now get to decide whether banks are "viable" or not and if they are not viable, can force them to merge with candidates of the federal reserves choosing. This might sound reasonable to you, if you focus on the "Federal" part of the name and that makes you think of the Federal Reserve as an agency of the federal government (like the DEA or FCC)... but the reality is that the Federal Reserve is a commercial, for profit, bank owned by major banks. (The ownership is kept secret but the owners of the "too big to fail" banks are highly correlated with ownership in the fed.) Thus you have a bank which has way too much power to begin with -- it literally profits by issuing US government debt-- able to force mergers of smaller, potentially competitive banks, with its owners. This means that the owners of Morgan Stanley can force banks that might be competitive with Morgan Stanley into Morgan Stanley on terms that are good for Morgan Stanley, via the hand-wave of having the "Federal Reserve" decide that the target bank is "in danger". I'm not giving you conspiracy theory, this is the literal facts of how the Federal Reserve was set up and is run. For an authoritative account of the history of the Federal Reserve read "The Creature from Jekyll Island". Liberals are often very concerned about the corruption of government institutions or misuse of government power by corporations-- this is a far more relevant and dangerous example than most others of this action. Conservatives are often very concerned about the undermining of the sovereignty of the country and the federal government, and here we have a major group that has massive control over the federal government (it is the Federal Reserve that enables deficit spending). Since conservatives oppose deficit spending, this institution is a key enabler of the massive government debt they are concerned about. Everyone with a passing interest in finance and economics should really read this book. The Creature from Jekyll Island is wonderfully written and not too dry. (Lots of historical anecdotes and since they are from within the last 100 years they are pretty relatable.)
- sohailprasad 11y agoI'm the CEO of Equidate, one of the companies profiled in this article. The article raises excellent points on the pitfalls of trading pre-IPO stock on secondary markets. The opportunity is risky to be sure, only for educated investors as ready and able to lose money as to make money. Information is limited and protections are only as good as the integrity of the participants. That puts a premium on honestly, transparency, and strict adherence to securities regulations. The American economy is built on liquidity and rapid turn-around of investments: new company founders, investors, even venture capitalists and private equity fund managers got where they are because an early exit allowed them to cash in early gains in order to re-invest in the market. This used to take a few years, but now, due to market changes, they will no longer see a penny until their company goes public after an average 7.5-year wait. More likely, their company will fail despite years of hard work and success, leaving them nothing. Secondary markets are a relief valve for these founders, early angel investors, and current and former employees. When shares cannot be traded, even the most ambitious and brilliant entrepreneurs are locked in for the better part of a decade, waiting for something to happen. If they have liquidity they can start something new — perhaps a cure to disease, a new media company, or one that launches rocket ships. This liquidity is how many of today’s great companies got their start. Collectively, we owe it to founders and investors, and the economy, to create reliable secondary markets. That’s why Equidate was founded.
- themagician 11y ago"The opportunity is risky to be sure, only for educated investors as ready and able to lose money as to make money." That's bullshit. We let poor people gamble and they aren't "ready and able" to lose anything. The laws around accredited investing are a disgusting example of how the 1% legally entitle themselves to opportunities while excluding the other 99%.
- rday 11y agoI don't think the gambling analogy works here. You can't invest 5 dollars in a company 1000 times until you have no money left. Also gambling odds are heavily controlled. Could you imagine a pit boss telling you "Table 5's die have an unfair advantage to land on 7"? Conversely, people raising money tell you exactly why they will succeed and why they are a better choice than some other company. These people can be very convincing as well. When gambling, bets are easy to understand. You make a static bet before the wheel spins. When investing, size of the pot depends on how well the company was valued when you made that bet. The next players may decide that the company was only worth half what you paid. This isn't something uneducated investors expect.
- f00sion 11y agoDoes anybody have first hand experience with Equidate or EquityZen? Been thinking about this for the past few days and would be interested to hear any personal stories.
- sohailprasad 11y agoGiven the nature of secondary transactions, many people don't want to talk publicly about their experience. That said, if you're interested in working with us, I can make introductions to a couple shareholders or investors that have worked with us in the past (and have agreed to share their story). I'm also always happy to chat and answer any of your questions. Feel free to email me: sohail at equidateinc dot com
- SeoxyS 11y agoI'm Kenneth Ballenegger -- mentioned in the article. I have some personal experience with secondary transactions. Happy to answer any questions on the topic, here or via email (address is on my profile).
- mattmanser 11y agoWhy are you hiding behind an anon account to post this?
- notjustsox 11y agoBecause SoX is a dog whistle. If you point out that the real situation is more complicated, or if you bring in basic data like http://blog.thomsonreuters.com/wp-content/uploads/2014/01/HK-IPOs.jpg http://blog.thomsonreuters.com/wp-content/uploads/2014/01/HK... which can illustrate changing market and global dynamics, you can guarantee that some rabid assholes will harangue you. So rather than have that heaped at my account, I used a sock puppet. I think it's pretty gross that you called me out on it. But hey, thanks for helping to prove my point. Now I'll fuck off because I don't give a fuck what else an asshole like you might say.
- jacquesm 11y ago> Because I don't like dealing with assholes like you. Maybe that means I'm weaker than you. But whatever. You're a fucking jerk. You had me until your final paragraph. For reference: you're the jerk and I'm flagging your account.
- fuckyoujacques 11y agoI'm completely unsurprised that you think it's fine for matt manser to shame people for using a sockpuppet to express an opinion, but totally unacceptable to call him a fucking jerk for doing so. It's really really disgusting that you decided to censor my reasoning because I happened to call a jerk a jerk. [accurate but embarrassing information about jacques deleted]
- jacquesm 11y agoHe simply asked you a question. I'll ignore the rest of your factually incorrect prose on the assumption it is there simply to provoke some kind of response.
- bsder 11y agoUm, good. Things like lockout provisions are bullshit meant to provide a benefit for insiders. In addition, founders and early investors can often "cash out" some of their shares to another investor while the rank and file never get that chance. Anything which provides added liquidity to the little guys is good.