Beyond Stock Options: How to Talk to a Lawyer If You Think You're Being Taken Advantage Of‍

Casey Fenton

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October 16, 2023

You're sipping your morning coffee when your startup's CEO walks in with a smile wider than the Grand Canyon. The board has decided to offer stock options to the team, and the whole office bursts into a cheer. You're thrilled! After all, this could be the ticket to your long-awaited financial freedom.

Fast-forward a few months. The initial euphoria has died down, and in its place is a gnawing unease. Your colleagues seem to be receiving more stocks, the policies around these options are confusing, and the terms seem to change every other week. Are you being taken for a ride?

When you suspect you're being taken advantage of, it's time to seek legal counsel! The problem is, where do you even start? This guide is here to navigate you through understanding stock options, identifying signs of foul play, debunking common misconceptions, and ultimately, guiding you on how to talk to a lawyer.

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Understanding Stock Options

At their core, stock options provide employees the opportunity to purchase shares of the company they work for, usually at a price lower than the market value. However, these options come with their own layers of complexity. 

To begin, stock options are a form of employee compensation that offers the right, but not the obligation, to purchase a certain number of company shares at a predetermined price (also known as the exercise price) within a specific timeframe. These are often used as a form of non-cash compensation to attract and retain talent, especially in startups and growth-phase businesses.

When you receive stock options, you don't get access to them all at once. They become available over time based on a predetermined schedule known as the vesting schedule. This can be a set number of years (cliff vesting) or a gradual release of shares over time (graded vesting). The vesting schedule encourages employees to stay with the company longer by tying their financial rewards to their tenure.

The exercise or strike price is the price at which you can buy the shares. It's typically set at the fair market value of the company's stock on the grant date. The potential profit from stock options comes from the growth of the company: if the market price rises above the exercise price, you stand to gain the difference when you exercise the options and sell the shares.

Unfortunately, they are not without risks. The potential for high reward comes with a potential for loss. If the company's stock price does not rise above the exercise price, your options may end up being worthless. 

This point underscores the notion that stock options are not always the best form of equity compensation, particularly in volatile markets or for risk-averse employees. It's crucial to fully understand your risk tolerance and financial goals before opting for stock options as part of your compensation package.

Signs You Might Be Getting Taken Advantage Of

Being part of a startup can be a rewarding experience, but it's essential to be aware of situations that might signal you're being unfairly treated. Here are some signs that you might be getting taken advantage of in the context of stock options.

  1. Unfair Distribution of Stocks: Companies should have a clear structure for how they distribute stock options, typically based on role, tenure, and contribution. If you observe discrepancies such as newer employees in similar roles receiving more options, or if the distribution seems arbitrary without any clear guidelines, this might be a sign of unfair practices.

  1. Lack of Transparency in Stock Option Policies: Policies surrounding stock options should be clear and accessible to all eligible employees. If the company is not providing complete information or if you're finding it difficult to understand the terms and conditions associated with your options, this could be a red flag. Transparency is a fundamental element of fair practice, and any deviation from this could indicate that something is amiss.

  1. Changes in Terms Without Your Consent: Your stock options agreement is a legal document, and any changes to its terms should be communicated clearly and require your explicit consent. If you notice unexplained alterations or if changes are made without your agreement, it’s a serious concern. It could be an indication of manipulation and warrants immediate attention.

  1. Delayed or Withheld Information: Timely communication is crucial when dealing with stock options. If there's a delay in receiving key information like changes in the company's valuation, alterations to the vesting schedule, or details about an impending sale of the company, it's a cause for concern. Withholding such information could have a significant impact on the value of your options and your decision to exercise them.

  1. Pressure to Make Quick Decisions: Decisions around stock options should be made thoughtfully, often with financial advice. If you find yourself under pressure to make quick decisions about your options — whether it's to exercise them, accept changes to terms, or any other significant decision — it's a potential warning sign. Such pressure could mean the company is trying to push through changes that may not be in your best interest.

If you spot any of these red flags, it's advisable to take swift action. Consult with a legal professional who can help you understand your rights and guide you on the best course of action.

Common Misconceptions About Stock Options

The world of stock options is complicated and often misunderstood, even by the very people who hold them. These misunderstandings can lead to poor financial decisions and missed opportunities. Here are some common misconceptions to be aware of:

Immediate Ownership of Stocks

A common misconception is that you immediately own all your stocks as soon as you receive stock options. The truth is, these stocks are subjected to a vesting schedule. You only gain the right to exercise these options (i.e., buy the stocks) over time. It's important to fully comprehend your vesting schedule to understand when and how you'll own your stocks.

Guaranteed Profit

Some employees believe that stock options automatically translate into windfall profits. However, the value of your options is inherently tied to the company's success and market conditions. If the company's value doesn't increase or if the market price never exceeds your exercise price, your options might not yield any profit.

Stocks Equals Immediate Cash

Another misconception is the assumption that stock options equate to immediate cash. In reality, stock options only turn into cash when you exercise the options and sell the shares. Depending on your company's policies and the nature of the stock market, this could take time, and you may need to front the cash to exercise the options.

Misunderstanding Tax Implications

Many people underestimate or misunderstand the tax implications of stock options. Depending on your jurisdiction, you may be liable for taxes when you exercise your options, when you sell your stocks, or both. Not understanding these tax obligations can lead to a nasty surprise at tax time and can significantly impact the net gain from your options.

All Stock Options Are Alike

There's a belief that all stock options function the same way. However, there are different types of stock options like Incentive Stock Options (ISOs) and Nonqualified Stock Options (NQSOs), each with its own rules and tax implications. Understanding the type of options you have is crucial to optimize their value and avoid potential pitfalls.

Understanding these misconceptions can help you comprehend the difficult parts of your stock options and make informed decisions. If you're uncertain about any aspect of your stock options, it's advisable to seek advice from financial advisors or legal professionals.

Preparing to Talk to a Lawyer

Once you've recognized potential issues with your stock options and decided to seek legal advice, it's essential to adequately prepare for your conversation with a lawyer. Here's a detailed guide on what you should do:

1. Understand Your Stock Option Agreement

The first step is to thoroughly read your stock options agreement. Understand the terms and conditions, and highlight areas that seem unclear or suspicious. The more informed you are about your agreement, the better equipped you'll be to discuss it with your lawyer.

2. Gather Relevant Documents

Along with your stock option agreement, gather other relevant documents. These could include your employment contract, any amendments to it, company bylaws, the company's capitalization table, and any email correspondence or documents related to your options. These documents will provide context and supporting evidence for your lawyer.

3. Document Your Concerns

Write down all instances where you felt you were treated unfairly or misinformed. Include as much detail as possible, like dates, people involved, and the specific issue at hand. This documentation can serve as a timeline of events and can help your lawyer understand your situation.

4. Research Your Company's Financial Health

It's also helpful to gather information about your company's financial health and prospects. This can include the company's valuation, funding rounds, market trends, and any news about potential acquisitions or public offerings. Such information can provide a better sense of your options' potential value and influence your legal strategy.

5. Identify Your Objectives

Finally, before speaking with a lawyer, consider your objectives. Are you seeking a renegotiation of terms, financial compensation, or just clarity about your situation? Knowing your desired outcome will guide your legal strategy and ensure that you and your lawyer are on the same page.

Being well-prepared for your meeting with a lawyer can help you make the most of it. It ensures that the lawyer has a clear understanding of your situation and can provide the best possible advice.

Finding the Right Lawyer

Finding the right lawyer is crucial when dealing with matters as sensitive as stock options. Here's what to consider:

  • Specialization: The lawyer you choose should have expertise in employment law, specifically in stock options and equity compensation. Their specialization will ensure that they understand the complexities involved and can provide accurate advice.

  • Experience: Look for a lawyer with considerable experience in handling similar cases. Their experience can provide valuable insights into how similar cases have been resolved and the best strategies for your situation.

  • Reputation: A good reputation is a strong indicator of a lawyer's reliability. Read online reviews, ask for recommendations, and check their standing with the local bar association.

  • Communication Style: Choose a lawyer with whom you're comfortable communicating. They should be able to explain complex legal concepts in terms you can understand and should be responsive to your queries.

  • Fees: Understand the fee structure upfront. Some lawyers might charge a fixed fee, while others may work at an hourly rate. Ensure their fee structure aligns with your budget.

  • Initial Consultation: Most lawyers offer a free initial consultation. Use this opportunity to ask questions and get a sense of whether they'd be a good fit for your needs.

  • Trust Your Gut: Lastly, trust your instincts. Your lawyer will be your partner in a potentially challenging time, so it's important to choose someone with whom you feel comfortable and confident.

The right lawyer can make a huge difference in resolving your stock options issues effectively. Take the time to conduct a thorough search and find a professional who meets your needs.

Things to Expect When Talking to A Lawyer

When discussing your case with a lawyer, expect a thorough examination of your documentation and circumstances. The lawyer will clarify your doubts, explain legal jargon, and give you a clear picture of your rights.

You should also be ready to discuss your ultimate goal - whether it's to negotiate better terms, seek financial compensation, or something else. The lawyer can guide you toward the best strategy to achieve this.

Finally, your lawyer will discuss the possible course of action, its cost, and the timeline. They may also advise you on steps you can take independently, like discussing concerns with your HR or documenting any future incidents.

In the end, knowledge is power. Being aware of your rights, understanding the intricacies of stock options, and taking proactive measures when necessary will ensure that you’re not just an employee, but a well-informed stakeholder in your company's future. With the right lawyer and preparation, you can confidently navigate any situation that arises.

Alternatively, you always advocate for better equity compensation in your workplace. The best substitute for outdated and out-of-touch stock options? RSUs! Restricted Stock Units tick all the right boxes when it comes to transparency, liquidity, and fairness. To know more about how we can help your company achieve a more equitable corporate culture, send us a message here.

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ABOUT THE AUTHOR

Casey Fenton

Founder, Upstock & Couchsurfing, AI and Equity Innovator

Casey Fenton, the founder of Upstock & Couchsurfing and an AI and equity innovator, has revolutionized how we perceive and implement equity in the workplace. His foresight in creating platforms that not only connect people but also align their interests towards communal and corporate prosperity has established him as a pivotal figure in technology and community building. Casey speaks worldwide on topics including ownership mindset, worker equity, With Upstock and Couchsurfing, he has demonstrated an unparalleled expertise in harnessing technology for the betterment of community interaction and organizational benefits.

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