Read to the end for this gem: "Under Representative McHenry’s bill, purchases would be restricted to investors who earn more than $200,000 a year or have a net worth of $1 million."
Plus, I don't think founders will really like this as it will probably find a different valuation than they thought they had, see snapchat.
Isn't this the usual SEC definition of a "qualified investor"? It's the same regulation that prevents middle-class investors from buying into hedge funds (or investing in startups!)
Regardless of the merits of the restriction, I can see why it would similarly be applied here.
Per @twoodfin's comment that is just a qualified investor restriction on buying the shares. It is a good thing. Since employees are selling common stock rather than preferred, they won't get the same price as the current valuation anyway, but it could let them capture some of the value that is going only to investors now. As I mentioned elsewhere the biggest losers in this unicorn bubble are employees (and to a lesser extent founders) who won't see any value for their common stock in a wind down of a former unicorn. Having the ability to cash in when the market is irrational (assuming they do) would give them an out.
Right, this is restricting the sale to only qualified investors which essentially means any employee can force a new investment round (what will we call them? employee rounds? mini rounds?) where all proceeds go directly to the employee.
My hunch is founders will find a way to block such sales not only to avoid the surprises in new valuations but also the headache of managing that.
When I read it, it felt more like it was putting structure around for what already existed in the form of Second Market (which NASDAQ recently bought). Second Market was where FB employees were selling their stock before FB went public, and caused the stock valuation to settle on what would essentially be the public offering price.
Given the different share rights of preferred and common stock in a pre-IPO company, selling common shares does not look anything at all like an "investment round" in the typical sense. It does however impact the 409a valuation and could cause new employees to get a higher strike price on their options when they join.
To be honest I didn't read the legislation. The interesting thing about FB and SecondMarket is FB agreed to allow that and probably approved each and every sale. Since this system already works I can only imagine the legislation will make it either compulsory or painful to avoid.
The other interesting thing is the FB/SecondMarket situation did actually look like an investment round in the way that it set a share price and valuation. From what I remember SecondMarket set up weekly auctions for FB shares right up until the IPO and guess what the IPO did? Closed at the open.
There is no way to tell but I bet if the SecondMarket sales hadn't happened it would have done what most hot tech IPOs do, set an artificially low IPO price and cash in on the pop.
> Read to the end for this gem: "Under Representative McHenry’s bill, purchases would be restricted to investors who earn more than $200,000 a year or have a net worth of $1 million."
Correct me if I'm wrong, but isn't the motivation for that to keep unsophisticated investors out, and limit it people with money to lose? I think there are similar restrictions on hedge funds, too.
I can see the logic behind that, since it's much more likely for a startup to go bust, and I wouldn't want to see regular people losing their life savings. Though, personally, I think I'd prefer there just be a limit based on something like percentage of net worth invested in these sorts of things.
Yay, let's tack on a bunch of controversial and useless junk onto a vital transportation bill so it risks being voted against and or vetoed.
If these ideas were so great they would be able to stand on their own in their own bill and be debated about. But instead, no, let's tack them onto military budgets/transportation funding/education bills, you know, stuff that people often won't vote against.
Most other countries frankly don't allow this. A bill or act has a single theme and a single mandate. I don't understand why the US allows it, and it screams of corruption/bribery/etc.
> I don't understand why the US allows it, and it screams of corruption/bribery/etc.
Seems to me like you understand it completely. The US is, like most countries, mired in a bit of corruption/bribery/etc. I am of the opinion this is simply part of the human condition, and is virtually impossible to eliminate.
It didn't used to be this bad in the US, and there are many countries where it isn't like this. Corruption needs to be fought against, not apologized for.
It may be more common in other countries than you think.
Canada's recent Conservative government got in the habit of using massive "omnibus" budget bills to pass contentious laws alongside necessary budget legislation when they were a minority government that needed the support of opposition members of parliament to legislate.
That government has just recently been replaced by a majority Liberal government, which is unlikely to continue the practice, as they no longer need opposition support to pass legislation. The ruling party has enough MPs that in practice the government should be able to do whatever it wants for the next four years.
That is kinda how political negotiation works. One side says, "We want X." The other side says, "Ok, we'll support X if it also has Y." Repeat that, in this case for a few years, and you have a very large number of Y's.
The problem with saying this,
> Because tons of it is likely to be things that would not pass if they were part of small little individual deals where the vested interests were not so huge.
Is that the thing that potentially would pass would never make it out to see the daylight without negotiation, which is how you get the things that potentially wouldn't pass stand-alone. (And I say potentially, because for every person we're probably talking about different things.)
> One side says, "We want X." The other side says, "Ok, we'll support X if it also has Y." Repeat that, in this case for a few years, and you have a very large number of Y's.
Why don't they separate these into distinct pieces of legislation (or whatever the term may be), and tie the votes for each together?
So we have two things, X and Y. What happens now is that those get bound together into a single bill, (X, Y), which then gets collectively voted on.
Your proposal seems to be to instead maintain them as separate bills, (X) and (Y), which are still collectively voted on?
If I understood it correctly, that distinction makes little difference since the line-item veto was introduced. It would provide better conceptual separation and to allow multiple bill titles; that's about it. It would basically be the equivalent of introducing modules or namespaces into legislation.
> It would provide better conceptual separation and to allow multiple bill titles
Correct, and (IANAP) when laws get looked at at a later time, it's easier to understand what's in them. Like how single responsibility principle can make code audits easier.
Also if agreements need to be renewed, you have more composable pieces of law.
I am not a lawyer or politician, so all of this is probably unfeasible for other reasons.
the distinction does make a difference for the legislative branch, which does not have a line-item veto.
Let's assume that X is 'punish pedophiles' and Y is 'allow corporations to dispose of 10% more toxic waste in upstream waters without liability if they own the surrounding land for up to two miles.'
Then if a legislator votes against the bill they have voted against punishing pedophiles, that's not going to look too good around election time. This puts more power in the Executive branch, and means essentially you're depending on the Executive's good will not to allow corporations to dispose of 10% more toxic waste.
That's entirely missing the point that (X) and (Y) would still be collectively voted. If they weren't collectively voted, then we end up at exactly where we are now. (That is, political negotation will result in (X, Y), not an independent (X) and (Y).)
Yes but that's entirely missing the original point that how X and Y are packaged affect the possibilities of negotiation.
If you have two separate bills X and Y and X is a thing that lots of people want and Y is a thing that few people want and you are negotiating to get people to support Y your pledge to support X is not going to do much for you because
1. Lots of people are going to support X, X doesn't need you.
2. People who don't support X will be campaigned against for not supporting X.
3. People who support Y will be campaigned against for supporting Y.
So, if it were possible to put the highly unpopular Y together with the highly popular X in such a way that in order to support X which you want to do and which everyone wants you to do you also have to support Y the chance of Y getting through has increased by a great deal. Sure there will have to be collective voting on the combined XY and the combined XY will be less popular than X by itself, thus people may now actually have to make deals to support XY but not as great a deal as they would have had to make to support Y by itself ( especially as supporting Y by itself was probably dead in the water)
This is what the original comment was complaining about, what my example was meant to highlight and yes, either way will require collective voting and bargaining, but if you can slip Y in with X instead of bargaining on them separately you may be able to achieve your goal of passing Y, otherwise there would be a very real chance that you would not be able to come up with sweet enough deals to do that.
Any bill that is that important and that uncontroversial has got a lot of political potential energy. And that means that politicians can take some of that lack-of-opposition, add some pork, and wind up with a personal benefit and a slightly-less-unopposed bill.
The end-point of this process is that most bills will barely pass, unless they're so hot politically that it's easy to attack someone over messing with it (think some of the post-9/11 terrorism related votes).
Apparently there are fixes for this even in our own country. Oregon's state legislature, for instance, has a clause which says what the bill is about. Any amendments that don't meet that qualification are not allowed to be tacked on.
Anyone with more perspective care to provide more details? I thought employees were always able to sell their non-public shares as long as the company consented. So I'm not clear why this bill would be a windfall when compared to the status quo.
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[ 2.1 ms ] story [ 95.2 ms ] threadPlus, I don't think founders will really like this as it will probably find a different valuation than they thought they had, see snapchat.
Regardless of the merits of the restriction, I can see why it would similarly be applied here.
My hunch is founders will find a way to block such sales not only to avoid the surprises in new valuations but also the headache of managing that.
Given the different share rights of preferred and common stock in a pre-IPO company, selling common shares does not look anything at all like an "investment round" in the typical sense. It does however impact the 409a valuation and could cause new employees to get a higher strike price on their options when they join.
The other interesting thing is the FB/SecondMarket situation did actually look like an investment round in the way that it set a share price and valuation. From what I remember SecondMarket set up weekly auctions for FB shares right up until the IPO and guess what the IPO did? Closed at the open.
There is no way to tell but I bet if the SecondMarket sales hadn't happened it would have done what most hot tech IPOs do, set an artificially low IPO price and cash in on the pop.
Correct me if I'm wrong, but isn't the motivation for that to keep unsophisticated investors out, and limit it people with money to lose? I think there are similar restrictions on hedge funds, too.
I can see the logic behind that, since it's much more likely for a startup to go bust, and I wouldn't want to see regular people losing their life savings. Though, personally, I think I'd prefer there just be a limit based on something like percentage of net worth invested in these sorts of things.
Deeply disappointed when I clicked.
If these ideas were so great they would be able to stand on their own in their own bill and be debated about. But instead, no, let's tack them onto military budgets/transportation funding/education bills, you know, stuff that people often won't vote against.
Most other countries frankly don't allow this. A bill or act has a single theme and a single mandate. I don't understand why the US allows it, and it screams of corruption/bribery/etc.
Seems to me like you understand it completely. The US is, like most countries, mired in a bit of corruption/bribery/etc. I am of the opinion this is simply part of the human condition, and is virtually impossible to eliminate.
And your opinion effectively defends the status quo, which, if it needed defending, it wouldn't be the status quo.
Canada's recent Conservative government got in the habit of using massive "omnibus" budget bills to pass contentious laws alongside necessary budget legislation when they were a minority government that needed the support of opposition members of parliament to legislate.
That government has just recently been replaced by a majority Liberal government, which is unlikely to continue the practice, as they no longer need opposition support to pass legislation. The ruling party has enough MPs that in practice the government should be able to do whatever it wants for the next four years.
That is kinda how political negotiation works. One side says, "We want X." The other side says, "Ok, we'll support X if it also has Y." Repeat that, in this case for a few years, and you have a very large number of Y's.
The problem with saying this,
> Because tons of it is likely to be things that would not pass if they were part of small little individual deals where the vested interests were not so huge.
Is that the thing that potentially would pass would never make it out to see the daylight without negotiation, which is how you get the things that potentially wouldn't pass stand-alone. (And I say potentially, because for every person we're probably talking about different things.)
Why don't they separate these into distinct pieces of legislation (or whatever the term may be), and tie the votes for each together?
Someone should write a law about this...
Your proposal seems to be to instead maintain them as separate bills, (X) and (Y), which are still collectively voted on?
If I understood it correctly, that distinction makes little difference since the line-item veto was introduced. It would provide better conceptual separation and to allow multiple bill titles; that's about it. It would basically be the equivalent of introducing modules or namespaces into legislation.
Correct, and (IANAP) when laws get looked at at a later time, it's easier to understand what's in them. Like how single responsibility principle can make code audits easier.
Also if agreements need to be renewed, you have more composable pieces of law.
I am not a lawyer or politician, so all of this is probably unfeasible for other reasons.
Let's assume that X is 'punish pedophiles' and Y is 'allow corporations to dispose of 10% more toxic waste in upstream waters without liability if they own the surrounding land for up to two miles.'
Then if a legislator votes against the bill they have voted against punishing pedophiles, that's not going to look too good around election time. This puts more power in the Executive branch, and means essentially you're depending on the Executive's good will not to allow corporations to dispose of 10% more toxic waste.
If you have two separate bills X and Y and X is a thing that lots of people want and Y is a thing that few people want and you are negotiating to get people to support Y your pledge to support X is not going to do much for you because
1. Lots of people are going to support X, X doesn't need you. 2. People who don't support X will be campaigned against for not supporting X. 3. People who support Y will be campaigned against for supporting Y.
So, if it were possible to put the highly unpopular Y together with the highly popular X in such a way that in order to support X which you want to do and which everyone wants you to do you also have to support Y the chance of Y getting through has increased by a great deal. Sure there will have to be collective voting on the combined XY and the combined XY will be less popular than X by itself, thus people may now actually have to make deals to support XY but not as great a deal as they would have had to make to support Y by itself ( especially as supporting Y by itself was probably dead in the water)
This is what the original comment was complaining about, what my example was meant to highlight and yes, either way will require collective voting and bargaining, but if you can slip Y in with X instead of bargaining on them separately you may be able to achieve your goal of passing Y, otherwise there would be a very real chance that you would not be able to come up with sweet enough deals to do that.
The end-point of this process is that most bills will barely pass, unless they're so hot politically that it's easy to attack someone over messing with it (think some of the post-9/11 terrorism related votes).