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New material on splits and buyback; other edits #101

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110 changes: 87 additions & 23 deletions README.md
Original file line number Diff line number Diff line change
Expand Up @@ -23,11 +23,11 @@ Any links about positive/negative/controversial aspects of this broad economic t

Many people learn the basic ideas of stock, stock options, or RSUs from personal
experience or from colleagues or helpful friends who have been through it before.
In fact, equity compensation is complex enough it’s usually only fully understood by tax
attorneys and investment professionals.
In fact, equity compensation is complex enough-and the laws that influence it so often
changing-it’s usually only fully understood by tax attorneys and investment professionals.

Most candidates and employees far less information than the person at their company in
charge of hiring or managing, which can at times be unfair.
Most candidates and employees have far less information than the person in charge of
hiring or managing at a given company, which can at times be unfair.
At the same time, founders and hiring managers may not know everything, and often struggle
with talking through the web of technicalities with potential hires.
Both companies and employees are routinely hurt by uninformed decisions and costly
Expand Down Expand Up @@ -189,10 +189,9 @@ questions:
- What is my equity worth?
- If I have or will get stock at some point, can I sell it?

This requires discussing starting with the basics of how companies and stock work in the
United States.
If you think you know all this, you can [jump ahead](#equity-compensation-basics) to
compensation.
This requires starting with the basics of how companies and stock work in the United
States. Some of this is likely to be surprising, but if it seems old hat you can
[jump ahead](#equity-compensation-basics) to compensation.
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Not sure it's "likely" to be surprising in this case. Might soften this a bit.


### What is a company?

Expand All @@ -205,12 +204,19 @@ compensation.
aspires to grow quickly.
Once a company is established in the market and successful for a while, it usually stops
being called a startup.

- ☝️ The term *startup* is pretty informal.
It’s not a legal concept, and not everyone uses it consistently.
For our purposes, it’s best just to think of it as the young period of a fast-growing
company.
- 🚧 Would we like to include here Paul Graham’s “designed to grow fast” definition?
One of the “designs” for fast growth is the ability to offer equity over super high
salaries early on.
That could be very helpful to include here (although Graham does not mention equity
explicitly).
- 🚧 Groundwork:
What are good stats on how many people work in startups vs established companies?

- Companies involve many people, so it’s important to track how much of the company each
person owns, so that future profits are divided appropriately.
Historically, this has been done a few ways, depending on the size and nature of the
Expand Down Expand Up @@ -253,49 +259,107 @@ compensation.

### What is stock?

- 🄳 [**Stock**](https://en.wikipedia.org/wiki/Stock) is a legal invention that helps track
ownership of a company.
It allows the company to grant ownership to a variety of people or other companies in
flexible ways.
- It’s crucial to understand how and why private companies (whose stock is held and
distributed in-house and sold to investors in exchange for capital) become public
companies (whose stock is listed on a public stock exchange for general trade).
The transition from private to public (called an initial public offering, or IPO, which
we’ll get into later) is what gives real monetary value to partial ownership in the form
of equity.
- Hear the words "[stock exchange](https://en.wikipedia.org/wiki/Stock_exchange#Other_types_of_exchanges)“
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Why the link to this subsection?

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Also broken quote.

and you might think of blue-suited men shouting and pointing in a marble pit in Gotham.
This isn’t that far off, but increasingly stocks (and other tradable entities like bonds
and securities) are traded globally in a digital marketplace.
There are multiple individual "exchanges” where stocks are bought and sold by traders,
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Broken quote. Actually do we need quotes? Should we just define?

brokers, investors, and savvy individuals.
When a company goes public they list their stock in a particular exchange, like the Nasdaq
or the New York Stock Exchange.
That doesn’t mean that only NYSE can trade that company’s stock!
They do not own the stock, they just hold the listing.
Each exchange acts sort of like a high-stakes bar for buyers to meet potential stocks.
- Presence in a meetingplace is one of the
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meetingplace -> exchange (meetingplace feels odd here)

[most important reasons](http://www.businessdictionary.com/article/780/why-does-a-company-decide-to-go-public/)
a private company wants to become a public company.
Being listed on an exchange is basically free advertising, bringing the company (and its
potential as an investment) into the public mind.
Becoming a public company also makes it possible to raise far greater sums of money from a
vast number of potential shareholders.
Increasing the number of shareholders (or partial owners) of a company decreases that
company’s risk overall.
There are other reasons as well.
- We’ll discuss more details on IPO and
[what this all means for your equity](#what-is-equity-worth?) later on!

🚧 Josh, we can move this material to the defining occurrence of IPO (now lives in What is
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Yeah, will look at this.

Equity worth?)
or more that defining occurrence up here.
Tough to explain before defining stock, but Stock and Companies sections could easily be
switched with no harm done.

### What is stock?

- 🄳 [**Stock**](https://en.wikipedia.org/wiki/Stock) is a legal invention that allows the company
to grant ownership to a variety of people or other companies in flexible ways.
Stock is divided into **shares**, and every owner, or **shareholder**, holds a specific number
of shares. Founders, investors, employees, board members, contractors, advisors, and other
companies, like law firms, can all be shareholders.
- 🄳 Stock ownership is formalized on **stock certificates**, which are fancy pieces of paper
that prove you own the stock.
- Sometimes you have stock but don’t have the physical certificate, as it may be held for
you at a law office.
you at a law office or by your stock broker.
- 🄳 Some companies now manage their ownership through online services called **ownership
management platforms**, such as [Carta](https://carta.com/). If the company you work for uses
an ownership management platform, you will be able to view your stock certificates and
stock values online.
- 🚧 Mention that stock may be taxable up front (and reference section).
- 🄳 The [**outstanding shares**](http://www.investopedia.com/terms/o/outstandingshares.asp) are
the total number of shares at a given point, reflecting how many shares are currently held
by all shareholders.
This number starts at an essentially arbitrary value (such as 10 million) when the company
is created, and thereafter will increase as new shares are added (issued) and granted to
people in exchange for money or services.
Outstanding shares may increase or decrease for other reasons too (such as stock splits
and share buybacks, which we won’t get into here).
There is a lot of nuance and complexity in all this, because each part is defined by piles
and piles of legal documents.
- 🚧 What is a good overview on stock splits and share buyback.
Key resources?
Outstanding shares may increase or decrease for other reasons too.
- In a [**stock split**](https://www.investopedia.com/terms/s/stocksplit.asp), for example, a
company’s board of directors decides to increase the number of outstanding shares by
doubling or tripling the number of shares each stockholder has.
Stock splits are a way to increase the liquidity of a company’s stock when the stock price
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This doesn't seem clear enough. I think we may need to reference the details of why this is might be helpful. At face value, it's not clear how a stock can be "too high for average buyers."
https://www.investopedia.com/terms/s/stocksplit.asp
https://www.investopedia.com/articles/01/072501.asp
Also reverse stock splits not mentioned.

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(As in, most readers would wonder, "can't you just buy fewer shares if the price is high?")

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Hm. Let's add that "can't you just buy fewer shares" to questions for Eric.

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I think we have the info and can write and then get it reviewed. The actual reasons are covered in those Investopedia links—it has to do with board lots, bid-ask spread, and psychological factors. I don't think we need it covered in detail though, but just summarized precisely.

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Basically, the at face value the concept makes little sense, but it's all these more subtle considerations.

is too high for average buyers.
It does not increase the value (or "market capitalization") of the stock, because the
price per share is reduced by the same multiple by which the outstanding shares increase.
However, increased market presence can bring in new investors, ultimately raising the
price per share.
- [**Share buyback**](https://www.investopedia.com/terms/s/sharerepurchase.asp) (or share
repurchase) in contrast decreases the number of outstanding shares.
If a company thinks its stock is undervalued, it will buy back a certain number of shares
from the marketplace, thus increasing the value of each stockholder’s shares.
- There is a lot of nuance and complexity in all this, because each part is defined by piles
and piles of legal documents.
- If you have stock, what ultimately matters is not the number of shares you hold, but the
**percentage ownership** of the entire company that that number represents.
To determine the percentage of the company a certain number of shares represents, you
divide it by the number of outstanding shares.
Even if you have a fixed number of shares, your percentage ownership will change over time
as the outstanding shares change.
- Stock is also a taxable source of income—sometimes stock is taxed even before you’ve made
money! Stocks and taxes are highly complex, till-death-do-they-part subjects.
We’ll get to the how and why of what you owe in our detailed sections on
[Taxes](#taxes-on-equity-compensation).

### What is equity?

🚧 Structure: Intro on how equity is broader than just stock.
As we discussed in the introduction to this Guide, equity is about more than just holding
stock. It’s a calculation of the value of ownership in a company, and its purpose is to
align the interests of stockholders (in the case of equity compensation, the employees)
with the financial and philosophical goals of a company.
In many ways, equity is about risk:
rising waters will lift all boats, but you can also go down with the ship.

🄳 Informally, we say you have **equity** in a company when you have some kind of ownership
or likely future ownership.
In practice, this can mean, restricted stock, stock options, and RSUs, which we’ll be
discussing at length.
In order to encourage employee ownership, companies might offer employees restricted
stock, different types of stock options, and RSUs (restricted stock units) as part of
their compensation package.
To a certain degree, employees who have equity in the form of these stocks or units have
power over how, when, and whether they want to become part owners in their company.
We’ll be discussing the benefits, risks, and practicalities of each of these at length.

☝️ The word “equity” has
[several technical meanings](https://www.investopedia.com/terms/e/equity.asp) in accounting
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