If you’re a startup employee or founder going through an acquisition, there are numerous ways it can play out depending on the structure of the deal. In this article, we explore the factors that may impact the value of your equity resulting from an acquisition. What happens to your equity depends on many details, including the terms of the deal, your type of equity, and how long you’ve worked at the company.

Table of contents:

  1. The Three Common Types of Acquisitions
  2. Differences Between Acquisitions at Public Companies and Private Companies
  3. Factors That May Impact Your Stock at Acquisition
  4. Exploring Different Acquisition Scenarios
  5. Mergers and Acquisitions Tax FAQs

The Three Common Types of Acquisitions

In the world of startup acquisitions, three common transaction types are all-cash acquisition, all-stock acquisition, and cash and stock acquisition. Each has unique characteristics and tax implications, especially for employees holding equity in the startup being acquired.

1. All-Cash Acquisitions

In an all-cash acquisition, the acquiring company purchases the target company’s assets or stock with cash. This is straightforward: the acquirer pays a predetermined amount of money for all the startup’s stock shares and assets. For employee equity holders, this typically means that their stock options or shares are bought out in exchange for cash. Every acquisition is different, but it’s common for employees to only receive cash for vested stock options. However, unvested shares may be accelerated, allowing employees to vest and purchase their shares prior to the acquisition closing.

All-Cash Acquisition Tax Implications for Employee Equity Holders: 

2. All-Stock Acquisitions

In an all-stock acquisition, the acquirer purchases the startup by issuing its own shares to the shareholders of the startup, instead of paying cash. The exchange ratio is determined based on the valuation of both companies. Typically, employees with vested equity in the startup will receive shares of the acquiring company in place of their existing shares. Unvested equity shares may be converted to unvested shares in the acquiring company, many times with a revised vesting schedule.

All-Stock Acquisition Tax Implications for Employee Equity Holders: 

3. Cash and Stock Acquisitions

A cash and stock acquisition is a hybrid approach where the payment to the startup’s employee equity holders is made partly in cash and partly in the acquirer’s stock. The specific mix of cash and stock varies based on the agreement between the acquiring and target startup companies.

Cash and Stock Acquisition Tax Implications for Employee Equity Holders:

Additionally, in all three acquisition scenarios, the acquiring company may decide to offer a one-time bonus or a potential deal-closing bonus, often paid at a specific date, to help retain key employees. These bonuses are normally taxed as part of the employee’s payroll.

The specific tax implications for employee equity holders can vary based on the terms of the acquisition, the nature of the equity held (ISOs, NSOs, RSUs, etc), and the jurisdiction’s tax laws. Consulting with a tax professional can help you understand the tax consequences for your personal situation involving equity in a startup acquisition.

Differences Between Acquisitions at Public Companies and Private Companies

When a startup is acquired, employees holding equity can experience different outcomes depending on whether the acquiring company is a public company or a private company. The following table outlines various equity implications for each acquisition scenario. 

Private Companies Public Companies
Equity Liquidity
  • Employee stock in a private company is less liquid because there’s no public market for the shares.
  • Employees may have to wait for a liquidity event, such as a future acquisition, public offering, or secondary market sale, to realize the value of their equity.
  • Employee stock in a public company is generally more liquid than in a private company because shares can be sold on the open market.
  • Employees receiving stock as part of the acquisition deal may be subject to lock-up periods, during which they cannot sell their shares.
  • Employees may also be subject to public company trading windows that dictate when they can trade their company shares.
Equity Valuation
  • Determining the value of equity in a private company is more complex, relying on calculating a 409a valuation or the fair market value of a company’s common stock.
  • 409a valuations are typically done during funding rounds or other financial events, and may not be as current or reflective of the market compared to public companies.
  • The value of shares in a public company is determined by the market and is readily available, making it easier for employees to assess the value of their equity compensation.
  • By knowing the immediate value of shares, employees can determine whether holding or selling is appropriate for their situation.
Equity Tax Implications
  • Employees receiving stock in an acquiring private company may not face immediate tax liabilities, especially if the shares are unvested.
  • Restricted Stock Units (RSUs) are commonly provided double trigger vesting to avoid employees having to pay taxes until shares are liquid. 
  • If taxes are owed on vested shares, the lack of liquidity can make it difficult for employees to cover taxes without selling some of their equity.
  • Employees may have immediate tax implications when they receive equity from a public company, particularly if they are granted Restricted Stock Units (RSUs) that vest upon acquisition which are treated as taxable income upon vesting. 
  • Employees can sell a portion of their shares to cover taxes.
  • Unvested stock options or RSUs may not be subject to taxes.

 

Factors That May Impact Your Stock at Acquisition 

There are numerous factors to consider when an acquiring company buys your startup. Every acquisition agreement is different resulting in equity implications for founders and employees when the deal closes. 

Type of Employee Stock

Different types of employee equity compensation carry different tax consequences and conversion treatments during an acquisition.

Stock Options

Incentive stock options (ISOs) and Non-qualified Stock Options (NSOs) are common types of equity compensation that a startup employee may find themselves receiving. The treatment of stock options during an acquisition depends on your option grant agreement, the acquisition deal structure, and whether your shares are vested or exercised.

  1. Exercised Shares: Generally, exercised shares are either paid out in cash or converted into common stock shares in the acquiring company. A cash payout will cause a taxable event while a share conversion may not depending on the deal structure and if you hold or sell the stock once granted.
  2. Vested Options: If you have vested but not exercised stock options, the acquiring company may cash out your shares net of the strike price value which will cause a taxable event.
  3. Unvested Options: Typically, one of three scenarios occurs with unvested options. First, you may be issued a new stock options grant with a new vesting schedule. Second, your options may be converted to cash being paid out over a set schedule. Third, your options could be canceled.

It’s also worth noting that an acquisition may allow “accelerated vesting,” which speeds up your vesting schedule so that you can exercise additional shares. Accelerated vesting may have different tax implications depending on your stock options and the acquisition deal structure.

Restricted Stock Units (RSUs)

The tax treatment of RSUs may depend on the vested value of your shares. You may receive the new company’s shares for the vested RSUs which could trigger a taxable event. Unvested RSUs may be subject to a revised vesting schedule, paid out for cash, or eliminated depending on the acquisition deal. 

RSUs generally have two taxable events:

  1. Vesting: RSUs are taxed as ordinary income at the time they vest, based on the market value of the shares. This can mean a significant tax bill for employees acquired by public companies. To avoid paying taxes before a company IPOs or is acquired, a startup company may give employees double-trigger RSUs. Double-trigger RSU shares aren’t taxable until two events occur: A time-based vesting schedule (the first trigger) and then fully vested and awarded at a liquidity event like an IPO or acquisition (the second trigger). 
  2. Sale of Shares: Once you sell RSU shares, depending on how long you hold the fully vested stock, you’ll owe short-term or long-term capital gains tax on any profits from the sale. 

Vesting Schedule

Regardless of the type of employee stock plan, the acquiring company may institute a new vesting schedule for cash or stock incentives. As a common practice, implementing new vesting schedules allows the acquiring company to retain key employees or ensure certain business objectives are met post-acquisition.

Lock-Up Periods

A lock-up period during an acquisition prevents employee equity holders of the company being acquired from selling their shares for a specified period. This timeframe is agreed upon as part of the acquisition terms. Lock-up periods are designed to prevent the market from being flooded with a company’s stock shares, potentially leading to a drop in the stock price.

Holdbacks

Holdbacks involve retaining a portion of the purchase price for a specified period after the deal closes. A holdback may result in part or all of an employee’s vested stock being held until certain obligations are met such as financial targets, operational objectives, or timeframes. Holdbacks can have their own vesting schedules and terms to incentivize key employees or founders to remain at the acquiring company.

Escrows

An escrow in a merger and acquisition involves setting aside a portion of the purchase price into an escrow account, which is managed by a neutral third party called the escrow agent. This may include the cash payout or equity compensation you may get as part of the deal. The escrow account secures funds for a specified period of time to address potential breaches of the seller’s obligations, lawsuits, taxes, or other liabilities that might arise post-closing.

Exploring Different Acquisition Scenarios

The following table summarizes common acquisition scenarios that employees may experience. It is meant to provide an overview of what happens to stock incentives for employees at acquired companies. We recommend consulting with a qualified professional advisor for your specific equity and tax questions.

Scenario Vested Shares Unvested Shares
Acquired for cash: Acquiring company pays cash for acquired company and employees get cash incentives based on an agreed-upon valuation. Employees may receive a cash payout which is a taxable event determined by whether or not shares were exercised and how long the shares were held.
  • Employees may receive a payout of some or all unvested shares causing a taxable event.
  • Employees may have unvested stock options or RSUs canceled.
Acquired for stock: The acquirer purchases the startup by issuing its own shares to the shareholders of the startup, at an exchange ratio based on the valuation of both companies. Employees may receive stock in the new company for the value, or a different value, of their vested and/or exercised shares which may or may not be taxable spending on the type of equity.
  • The acquiring company may allow accelerated vesting, partially or in full, of shares to allow employees to vest and exercise shares.
  • Assume or substitute current unvested shares allowing employees to retain some or all unvested options or RSUs likely not causing a taxable event until shares are fully vested and exercised.
  • Employees may have unvested stock options or RSUs canceled.
Acquired for both stock & cash: A hybrid approach where the payment to the startup’s employee equity holders is made partly in cash and partly in the acquirer’s stock Employees may receive a combination of cash and stock incentives, or the option to choose all cash or stock, with cash scenarios causing a taxable event and stock scenarios potentially causing a taxable event depending on the nature of the equity grant.
  • The acquiring company may allow accelerated vesting, partially or in full, of shares to allow employees to vest and exercise shares which could lead to receiving cash or stock potentially causing a taxable event.
  • Assume or substitute current unvested shares delaying a taxable event until shares are fully vested and exercised, or in the case employees receive a cash payout a taxable event is likely.
  • Employees may have unvested stock options or RSUs canceled.
Acquired for lower valuation than market price: Certain types of equity compensation can become ‘underwater,’ meaning the current market value is less than the strike or exercise price.
  • Employees with vested shares may or may not receive a payout of cash or stock in the new company potentially leading to taxes.
  • If employees have worthless exercised stock options that are canceled, they may be able to write off any losses on taxes.
  • Employees may have unvested stock options or RSUs canceled.
  • Employees with fully vested RSUs do not realize a loss until shares are sold.

 

Mergers and Acquisitions Tax FAQs

What is investor liquidation preference in an acquisition?

Investor liquidation dictates the order and amount in which investors are paid out in the event of an acquisition, liquidation, or other exit scenarios. It ensures that preferred shareholders (typically investors) receive their investment back, and possibly a multiple thereof, before common shareholders (like founders and employees) receive any proceeds.

What is a liquidity event?

A liquidity event is a situation that allows shareholders of a private company, including founders, employees, and investors, to sell or convert their equity into cash. Common examples include an initial public offering (IPO), an acquisition by another company, a merger, or a direct sale of shares. It represents an opportunity for stakeholders to realize the financial value of their investments or equity compensation.

What are new hire options pools?

New hire option pools are reserves of company stock set aside specifically to grant stock options to future employees including new hires and employees from an acquisition. New hire options pools are created to attract, retain, and motivate talent by offering them a stake in the company’s potential success. The size of the pool is usually determined during funding rounds or in negotiations with investors, and it’s expressed as a percentage of the company’s total equity.

Harness Can Help You Navigate an Acquisition

If you need professional advice navigating equity tax questions before or during an acquisition, Harness can match you with a tax advisor to answer your questions. Whether you have ISOs, NSOs, RSUs, or other forms of equity, a tax advisor can help you with scenario planning to make the best decision for your tax situation. You likely won’t know the exact tax implications until the acquisition deal is complete, but you can start planning today. Get started with Harness today.

Tax related services provided through Harness Tax LLC. Harness Tax LLC is affiliated with Harness Wealth Advisers LLC, collectively referred to as “Harness”. Harness Wealth Advisers LLC is a paid promoter, internet registered investment adviser. This article should not be considered tax or legal advice and is provided for informational purposes only. Please consult a tax and/or legal professional for advice specific to your individual circumstances.