top of page

My Company is Being Acquired…What Does It Mean for My Equity?

Client evaluating the financial returns and tax implications of his company being acquired

When your company is being acquired, your equity holdings may benefit from a significant liquidity event.  It is a financial opportunity that you will need to navigate thoughtfully to ensure that you maximize financial returns and manage tax implications.  Below is a primer on key steps and considerations as you prepare:

1. Understand Your Equity

  • Type of Equity:

    • Stock Options: These grant you the right to buy shares at a predetermined price. Understand whether you have Incentive Stock Options (ISOs) or Non-Qualified Stock Options (NSOs), as they have different tax treatments.

    • Restricted Stock Units (RSUs): These represent ownership of company stock but have vesting conditions (often time-based) that must be met before converting to shares.

    • Shares: If you own actual shares, determine if they are common (typically given to employees) or preferred (typically given to investors).

  • Vesting Terms:

    • Acceleration: Some contracts include clauses that accelerate the vesting of your equity if the company is acquired. Check your agreement.

    • Cliff Vesting: This means that no equity vests until you have worked for a specified period (typically one year). Understand the terms so that you do not leave before you have vested your equity.

 

2. Understand the Acquisition Terms

  • Deal Structure:

    • Cash, Stock, or Both: Some acquisitions are cash deals, some are stock-for-stock swaps, and some are a mix. Know what purchase consideration you are receiving as a shareholder, particularly if you will receive stock in the acquiring company.

    • Escrow: Often, a portion of the acquisition price is held in escrow to cover potential liabilities, which may delay your full payout.

  • Valuation:

    • Per Share Value: Calculate the value of your equity based on the acquisition price per share.

    • Dilution: If there are outstanding options or convertible notes, the number of shares in the company could increase, diluting your ownership percentage.

 

3. Financial Planning

  • Investment Strategy:

    • Asset Allocation: If you receive stock, ensure your portfolio is diversified and not overly concentrated in a single asset.  Assess how much risk you are willing and able to take and adjust your portfolio accordingly.

    • Financial Goals: Your short-term and long-term financial goals should drive your investment strategy.

  • Tax Implications:

    • Capital Gains: If you have held your equity for more than a year, you might qualify for lower long-term capital gains tax rates.

    • Withholding and AMT: Understand how your payout will be taxed, including potential Alternative Minimum Tax (AMT) for ISOs. 

    • Liquidity Needs: Consider your cash needs for upcoming expenses, such as taxes, home purchase, or education.

 

Navigating each of these steps will help you make well-informed decisions that align with your personal and financial goals.  It can be an emotionally challenging period as you make significant financial decisions while also mentally processing the potential impacts of the company acquisition on your career and professional opportunities.  Before making any decisions, consult with a financial advisor, tax professional, and/or attorney familiar with equity planning. They can provide invaluable, unbiased advice that is tailored to your specific situation.

 

If you need help finding professional advice, do not hesitate to reach out.  We are here to help you find a trusted financial advisor that is right for you.

Ready to Take Charge of Your Financial Future?

bottom of page