The lifecycle of a private company is evolving.
Over the last two decades, the timeline for companies to seek an entry to the public market has increased. This public market parade has only confirmed the story that data is telling us – companies are choosing to stay private longer.
With venture capital money flooding into the private sector and generally fewer regulations to comply with, remaining a private company offers the flexibility to grow and innovate at high-speed. But, what happens to shareholders along the way?
Private companies often grant equity-based compensation to retain talent and drive performance. Shareholders in the private market are holding onto equity waiting for the moment they can transform their stock options into monetary wealth.
Where did all this begin? Well, quite fittingly, it began with startup companies. When your company is just starting out, cash can be limited. Granting equity compensation may supplement cash to attract and incentivize the talent you need to grow your business.
Startup Equity Basics
As a startup company leader, here are a few things that may be helpful to know as you administer your equity program:
- An organized cap table to show equity transactions from investors, founders and employee-shareholders.
- An up-to-date 409A valuation, which ensures you’re compliant with IRS regulations when offering equity compensation.
Startup founders may view equity management as a necessary administrative task, rather than a mechanism for growth. They may be looking to grant equity compensation, show investors they are organized and know the company ownership stakes, maintain compliance and model some financial choices like comparing term sheets.
Equity Management While You Grow
After the startup grind, your equity needs and perspective can begin to change. New needs will arise, including added complexity to your equity administration and compensation strategy.
In the growth stage, a company has likely:
- added a more substantial employee base
- faced more compliance requirements like financial reporting
- gone through multiple funding rounds
- considered expansion
In terms of equity management at this stage, you might have a dedicated resource handling your cap table and compliance, whether that is a CFO or Stock Plan Administrator. You may also have a solid number of shareholders with vested stock options.
Those shareholders may be looking to see the value of their equity. It may be beneficial for them to have visibility not only for transparency, but also to help create a culture of ownership.
Another part of company growth is adjusting your compensation strategy. As you’ve moved through funding rounds, your cap table has potentially grown from a few founders, key team members and early-stage investors to a wider range of employee grants and investor holdings, which may have required heavy-duty cap table organization.
With these changes, you may not be granting equity to every new hire and with more cash at hand from those funding rounds, your compensation plans may have shifted to a custom mix of equity and cash.
Late-Stage Equity Management
Assuming your company doesn’t go through an exit, you will soon evolve from a growing company to a mature company. And once again, your needs will change.
Compliance might be an even bigger concern for you now, as is advising on liquidity events and a path to the public market.
As a mature company, your cap table is a complex and living organism, tracking transactions from grants to funding rounds, vesting schedules and terminations. You may seek a tender offer to present a liquidity opportunity to long-term shareholders, or you may seek an IPO.
If you’ve expanded globally, your team is likely looking to understand additional regulatory requirements as well as navigate local tax rates and rules for dozens or hundreds of jurisdictions. Our Global Intelligence tool may be able to help as you navigate global growth in your equity program.
Whether you’re an emerging tech company with a handful of names on your cap table or a late-stage life sciences organization, your equity and compensation needs are sure to change over time. Morgan Stanley at Work can provide equity solutions for any stage of your company’s journey.
DISCLOSURES
Article by Morgan Stanley and provided courtesy of Morgan Stanley Financial Advisor.
Richard bloom is a Financial Advisor in 1290 Avenue of the Americas at Morgan Stanley Smith Barney LLC (“Morgan Stanley”). He can be reached by email at Richard.Bloom@MorganStanley.com or by telephone at 212-893-7597. His website is https://advisor.morganstanley.com/the-mayergelwarg-group
Insurance products are offered in conjunction with Morgan Stanley Smith Barney LLC’s licensed insurance agency affiliates. Not all products and services discussed are available at Morgan Stanley.
Morgan Stanley Smith Barney LLC (“Morgan Stanley”), its affiliates and Morgan Stanley Financial Advisors and Private Wealth Advisors do not provide tax or legal advice. Clients should consult their tax advisor for matters involving taxation and tax planning and their attorney for matters involving trust and estate planning and other legal matters.
This article has been prepared for informational purposes only. The information and data in the article has been obtained from sources outside of Morgan Stanley. Morgan Stanley makes no representations or guarantees as to the accuracy or completeness of the information or data from sources outside of Morgan Stanley. It does not provide individually tailored investment advice and has been prepared without regard to the individual financial circumstances and objectives of persons who receive it. The strategies and/or investments discussed in this article may not be appropriate for all investors. Morgan Stanley recommends that investors independently evaluate particular investments and strategies, and encourages investors to seek the advice of a Financial Advisor. The appropriateness of a particular investment or strategy will depend on an investor’s individual circumstances and objectives.
Richard Bloom may only transact business, follow-up with individualized responses, or render personalized investment advice for compensation, in states where he is registered or excluded or exempted from registration, https://advisor.morganstanley.com/the-mayergelwarg-group.
© 2024 Morgan Stanley Smith Barney LLC. Member SIPC. # CRC#5984535 10/2023
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