I have millions of dollars worth of stock that the company is not allowing me to sell citing transfer restrictions specified in the stock options agreement. I have multiple offers to buy my stock but the company won't allow a stock transfer.
It feels like such a hypocrisy, I "own" literally millions of dollars of stock which I had to purchase when I left yet I am not allowed to sell it.
I've heard people mention that a "forward sale" is one way to get around this – they buy the shares now for a certain price and I transfer the shares later whenever it is possible.
It seems like this would constitute a violation of the stock option agreement, but I'm also told that a company would never sue an employee to take their shares away because "that would look bad".
So I'm just curious, has anyone done this? How do you feel about the risk?
I'm also just generally curious about the history / legality of transfer restrictions if anyone has any insights.
Thanks!
I'm also going to assume that, you're asking us for advice because you don't have the cash to pay a lawyer for a couple of hours of their time ;)
In this case, I suggest reading the OG literature: https://www.sec.gov/reportspubs/investor-publications/invest...
Find out if the state where your company is registered has rules that'll help you learn one way or another.
Personally, I think it's very fishy that a company would be allowed to sell a non-employee shares that they can't resell to someone else - I suspect that language in the options agreement is illegal.
Perhaps it is possible to sell your shares to the people "as is" - make it their problem, along with a full disclosure of the original options / stock sale agreement.
In any case, you'll need a competent lawyer's help in interpreting the options agreement, and the resale agreement, since the company is still private, so uhh... find the money to pay a lawyer.
Another approach is to try to push the issue harder with the controlling shareholders and Board.
Perhaps get together with your peers who also have non-transferrable stock, and even with the founders if they are in the same boat. If there is enough demand for sale, especially from current staff who are critical to the business, then you have a lot more bargaining power with the Board/lead investors.
Meanwhile if you can really get enough people (or $) interested in buying shares then the amounts at stake will be increasingly be material enough for the Board to take notice.
Smart investors would allow the shares to be traded (as secondaries), as keeping staff and former staff happy is smart long term. Not allowing trading devalues also the value of new options being issued to current staff, and I've seen later stage smarter firms blow up these rules and allow for share sales.
Have you tried asking the company to arrange a sale with a current investor that's interested in investing more?
My first and only experience in the startup world was made up entirely of crap like this. I got real tired of practically needing counsel to figure out my compensation.
I’m not sure the details but somehow it was possible to effectively transfer the shares low key and receive payment
You had vested options in a privately held company. I assume you chose to leave, forcing you to exercise those options or give them up. When exercising those options you had to know full well you were taking a gamble that you wouldn't be able to exit from your position. That's a choice you made.
So no, there's nothing unfair or hypocritical about this in the slightest. That's the risk of choosing to buy stock in a private entity, and it's a risk you take when joining a startup: the possibility that you might not get an exit, or the timing might be wrong for you personally.