[BaseballPhysics]

> Personally, I think it's very fishy that a company would be allowed to sell a non-employee shares that they can't resell to someone else - I suspect that language in the options agreement is illegal.

This is absolutely wrong.

First, you're assuming they weren't an employee but they likely were when they exercised their options. Most likely they chose to leave and had vested options they had to either exercise or give up. It's quite a common situation and one I've personally witnessed.

Second, non-transferrance clauses for shares in private companies is quite common.

[stock-throwaway]

To clarify, yes I own the shares outright.

I believe non-transferability clauses are common these days, ever since some shenanigans with employees selling shares ahead of the AirBnB IPO.

But does it hold up in court? It seems bizarre that I can "own" something and yet have no rights that people typically associate with owning something.

[BaseballPhysics]

Well, it might seem weird to you, but unfortunately it's not.

Private company shares aren't furniture. They aren't physical property and they don't come with traditional resale rights.

In buying those shares you signed a contract that came with stipulations. One of those stipulations is that you cannot transfer ownership to anyone else. It's perfectly normal and very common.

I just hope you're not realizing this for the first time, now, after you already laid out the capital to exercise those options.

[stock-throwaway]

Do you think this is common knowledge though?

I'm pretty sure all YC companies have limited transferability clauses now.

And with the rise of IPO-scale private fundraising, it's possible that a company can remain private literally forever.

This changes the calculus for a young person considering joining early at a startup and I'm not sure that is a good thing for the startup ecosystem.

[BaseballPhysics]

Honestly, I know the horse is waaay out of the barn for you, but anyone considering laying out 100k+ on an asset should consult a lawyer and/or an accountant and just assume they don't know shit.

You don't need "common knowledge". You just need to know enough to know you don't know and need to consult folks who do.

> And with the rise of IPO-scale private fundraising, it's possible that a company can remain private literally forever.

Disagree.

Investors always want an exit. They don't put cash in out of the goodness of their hearts.

Yes they're willing to wait a lot longer and put up a lot more cash, but ultimately they're looking for their 10x, and that means an IPO or acquisition.

That said, speaking for myself, it was over ten years from founding to exit. So yeah, you gotta be prepared to wait a while if you opt for equity over base pay.

[stock-throwaway]

Investors don't have transfer restrictions on preferred shares!!

Only employees have transfer restrictions because they have common shares.

Investors can sell on secondary markets whenever they want, and for the company in question -- they are!

[BaseballPhysics]

And for smaller preferred equity holders (e.g. founders, angels, etc) yeah, they have that option.

I may be wrong, but to my knowledge any significant investor isn't getting liquidity through those private markets. That's all done through traditional bespoke financial transactions. In fact, that's literally what an acquisition is.

[givemeethekeys]

I disagree. If you're a private company, it means that you don't owe anyone outside your company details on your financial performance, and that your shares aren't floated.

But if you, the private company, sold a percentage of your property to someone, then that someone most definitely has the right to sell their shares to someone else. You the private company still don't have to disclose your financials to anyone.

I think any non-transferability agreement is pure bullshit. I feel bad that OP has to now fight to get whats already his.

[BaseballPhysics]

> I think any non-transferability agreement is pure bullshit.

I feel that way about a lot of things. For example, I feel like forced arbitration clauses should be unenforceable.

But what I feel and what is legal aren't the same things, and when laying out a huge chunk of capital, it's important to understand the difference.

[givemeethekeys]

Yeah, I think you're correct about that part. Perhaps rights were signed away - lawyers rejoice.