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Richard Bloom Morgan Stanley

Journey from Startup to IPO

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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:

  1. An organized cap table to show equity transactions from investors, founders and employee-shareholders.
  2. 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

Simple Six-Step Retirement Checkup

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Many investors suffered painful losses in their portfolio during last year’s historic bear market for both stocks and bonds. Now, with the risks of a recession growing, our strategists believe more economic and market turbulence may be ahead.

The recent volatility has made it important to check your current retirement plan to confirm that you’re on track toward meeting your investment goals. Even when the broader market continues to rebound off its 2022 lows, you’ll want to confirm that your own investments are performing in line with expectations. What’s more, if you haven’t been keeping up with your contributions or have otherwise deviated from the plan, you’ll want to see how that has impacted your status.

A Financial Advisor may be able to help you get back on track if you aren’t making the progress you expected. If you have a lot of time until you retire, small tweaks in savings or investment strategy may make a big difference toward meeting your goal. Retirement just around the corner? Sometimes a few changes to your plan now can help you cross the finish line, even if market conditions are less than fully cooperative. Are you doing even better than anticipated? Maybe now is a good time to reduce your risk exposure to lock in that progress and protect against future market volatility.

Here’s a six-step retirement plan checkup that may be helpful, including how a Financial Advisor can help you adjust your plan as needed:

1. Determine where you stand.

Find out whether the amount you’re saving and investing is on pace with the money you’ll need to retire (with some margin for error). You can ask your Financial Advisor if you have one or you can find numerous calculators online to help. Also, some investment advisory accounts inform you automatically when you aren’t meeting your goals. If you have accumulated several different retirement accounts from past jobs, however, knowing where you stand may be harder than it should be. A Financial Advisor may be able to help you consolidate your retirement accounts.

2. If you’re off track, figure out why.

Are you saving as much as you planned? Are you maximizing your contributions to your employer-sponsored retirement plan or individual retirement account (IRA)? Is the amount of money you’ll need in retirement increasing? If you’re not on course because your investments aren’t performing well, your Financial Advisor may suggest you make a change to your asset allocation strategy or to the specific investments you’ve chosen. If your investments are not performing at least in line with benchmarks, your Financial Advisor may review the latest research in the context of the original rationale for the investment. Assuming that checks out, it may be preferable to hold off on any changes, as chasing top performers may be a poor way to make decisions.

3. Decide how to get back on track.

That could include revisiting your goal, for example by stretching out the time horizon until you retire or reducing the amount of money you plan to spend in retirement. It could mean creating a financial plan that reflects the propensity for retirees to spend less as retirement goes on, which means you might be better prepared than you think. It can also mean increasing portfolio risk, though only after careful consideration of your risk tolerance. It could be that the most palatable option is a little of all three, which makes the magnitude of any one change smaller. Consulting with a Financial Advisor may be able to help you identify a clear path to reaching your goals.

4. Take advantage of ways to improve returns without magnifying the risks.

These strategies may include options to mitigate taxes, such as “income smoothing” and tax loss harvesting. Insurance can also play a role. Long-term care, life insurance and annuities may have the potential to bolster your retirement plan due to their tax treatment and risk mitigation features. These strategies can be complex and a Financial Advisor may be able help you implement them.

5. Tally up your income sources.

If you are retiring soon, you need to get the most out of all your sources of income. That could include strategies for claiming Social Security and traditional pension fund payments, and where applicable, approaches to help you secure or maximize rental income. If your reliable sources of income are not significant enough to cover a good portion of your needs, your Financial Advisor may suggest you add more conservative income-oriented investments, such as dividend paying stocks or bonds.

6. Assess the risk level of your plan.

If you run through these steps and realize that you are on target to retire in a few years with room to spare, your Financial Advisor may suggest you consider reducing the amount of risk in your portfolio.

Checking in on your retirement plan doesn’t just entail making sure you are saving enough money. It also means helping ensure the savings you’ve worked so hard to accumulate will be there when you need it.

Data compiled by SHOOK Research LLC based on time period from 3/31/21-3/31/22.

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 http://www.morganstanleyfa.com/mayergelwarggroup

This material has been prepared for informational purposes only and is not an offer to buy or sell or a solicitation of any offer to buy or sell any security or instrument, or to participate in any trading strategy. The views and opinions expressed herein are those of the author and do not necessarily reflect the views of Morgan Stanley or its affiliates. All opinions are subject to change without notice. Neither the information provided nor any opinion expressed constitutes a solicitation for the purchase or sale of any security. Information contained herein has been obtained from sources considered to be reliable. Morgan Stanley Smith Barney LLC does not guarantee their accuracy or completeness.

Tax laws are complex and subject to change. 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 and are not “fiduciaries” (under the Investment Advisers Act of 1940, ERISA, the Internal Revenue Code or otherwise) with respect to the services or activities described herein except as otherwise provided in writing by Morgan Stanley and/or as described at www.morganstanley.com/disclosures/dol. Individuals are encouraged to consult their tax and legal advisors (a) before establishing a retirement plan or account, and (b) regarding any potential tax, ERISA and related consequences of any investments made under such plan or account.

When Morgan Stanley Smith Barney LLC, its affiliates and Morgan Stanley Financial Advisors and Private Wealth Advisors (collectively, “Morgan Stanley”) provide “investment advice” regarding a retirement or welfare benefit plan account, an individual retirement account or a Coverdell education savings account (“Retirement Account”), Morgan Stanley is a “fiduciary” as those terms are defined under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and/or the Internal Revenue Code of 1986 (the “Code”), as applicable. When Morgan Stanley provides investment education, takes orders on an unsolicited basis or otherwise does not provide “investment advice”, Morgan Stanley will not be considered a “fiduciary” under ERISA and/or the Code. For more information regarding Morgan Stanley’s role with respect to a Retirement Account, please visit www.morganstanley.com/disclosures/dol. Tax laws are complex and subject to change. Morgan Stanley does not provide tax or legal advice. Individuals are encouraged to consult their tax and legal advisors (a) before establishing a Retirement Account, and (b) regarding any potential tax, ERISA and related consequences of any investments or other transactions made with respect to a Retirement Account. Insurance products are offered in conjunction with Morgan Stanley Smith Barney LLC’s licensed insurance agency affiliates.

Equity securities may fluctuate in response to news on companies, industries, market conditions and general economic environment. Companies paying dividends can reduce or stop payouts at any time.

Fixed Income investing entails credit risks and interest rate risks. When interest rates rise, bond prices generally fall.

Past performance is not a guarantee of future results.

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, http://www.morganstanleyfa.com/mayergelwarggroup.

© 2023 Morgan Stanley Smith Barney LLC. Member SIPC. CRC 5634886 (04/2023)

How to Handle Volatility

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The big market declines we’ve experienced over the past year can be unnerving for investors, often triggering emotions of fear and concern. However, such declines are historically not unusual. Market volatility fluctuates based on where we are in the business cycle and due to external events that heighten risk and threaten growth. It is a normal feature of markets that investors should expect. When markets sell off, investment returns will head lower in ways that can leave investors with material losses.

Does that mean you should try to sell when the market’s “high” or sell if it starts to fall in order to reduce the potential for that kind of unpleasantness? Not necessarily. Here’s why:

Common Investing Mistakes

It’s extremely difficult to predict the timing of a market downturn with the accuracy needed to profit from such a prediction. In other words, it is easy to get such a prediction wrong, which can be costly. While we do tilt our portfolios more aggressively or more conservatively based on our market outlook, the data shows that individual investors who radically reposition out of stocks in an attempt to catch the tip of a market top reliably miss out on gains more than they prevent losses, and generate excessive transactions and tax costs along the way.

While “buy low, sell high” may sound like time-honored advice, the challenge of getting it right means in practice it rarely is a good way to make decisions. Indeed, individual investors who “sell high” and go to cash waiting for a market downturn to come and go, often lose patience as stocks continue to go up. This results in their missing out on gains rather than preventing losses. That costly mistake is the reciprocal of another, wherein panicking investors sell their holdings during a market selloff, potentially locking in losses as stocks rebound while they remain on the sidelines. The prevalence of these value destroying behaviors helps to explain why individual investors as a group tend to dramatically underperform market benchmarks.

There is a caveat to the generally superior buy-and-hold approach, which is that seeing a paper loss in your portfolio doesn’t feel good. Some investors would rather take less risk, which may mean giving up some long-term returns, in order to reduce the period of time they may need to wait out losses, making for smoother sailing.

Consider Your Goals

Another factor to consider is how you’re doing relative to your financial goals. That’s where a Financial Advisor can help by talking through goals and priorities and reassessing your portfolio based on where you stand. For instance, if you are saving toward a goal and have made good progress, it may make sense to take on less risk, regardless of the market outlook. This is for two reasons. First, it intuitively makes sense to take less risk when you have more to lose than to gain. Second, for additional peace of mind that your progress won’t be jeopardized, you may desire the lesser uncertainty that can come from a more conservative blend of stocks, bonds and cash.

If, like many of us, you have more progress to make and more road to travel towards achieving your goals, riding out the market’s jitters can be the best advice. Our research shows that markets are most predictable when you have a seven- to 10-year time horizon (due to how well current yields and valuations predict returns over those horizons). Our forecasts continue to suggest that stocks will outperform bonds and cash over that time horizon.

Bottom line: Working with your Financial Advisor can help you avoid short-term thinking and remember that investing is a long-term proposition. Keeping your eye on the horizon is your best strategy as an investor.

 

Risk Considerations

Equity securities may fluctuate in response to news on companies, industries, market conditions and general economic environment.

Asset allocation and diversification do not assure a profit or protect against loss in declining financial markets.

Rebalancing does not protect against a loss in declining financial markets. There may be a potential tax implication with a rebalancing strategy. Investors should consult with their tax advisor before implementing such a strategy.

Yields are subject to change with economic conditions. Yield is only one factor that should be considered when making an investment decision.

Certain securities referred to in this material may not have been registered under the U.S. Securities Act of 1933, as amended, and, if not, may not be offered or sold absent an exemption therefrom. Recipients are required to comply with any legal or contractual restrictions on their purchase, holding, and sale, exercise of rights or performance of obligations under any securities/instruments transaction.

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 http://www.morganstanleyfa.com/mayergelwarggroup

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, http://www.morganstanleyfa.com/mayergelwarggroup; http://brokercheck.finra.org/Search/Search.aspx.

© 2023 Morgan Stanley Smith Barney LLC. Member SIPC. CRC 3940775 (12/2022)