What is the difference between warrants and employee stock options
A Business Law Blog for Entrepreneurs, Startups, Venture Capital, and the Private Fund Industry. June 12, By Alexander J.
Generally, there is a stock option plan under which a set number of options and often restricted stock can be issued to one or more key service providers to align their interests with the interests of the employer. On the other hand, warrants are not compensatory vehicles.
Warrants And Call Options | Investopedia
This stock right is issued in connection with a capital transaction and is designed to increase the overall return on investment to the first investor. This vehicle is properly called a warrant. Another common example would be a stock warrant issued in connection with a debt transaction. The tax rules governing options and warrants are completely different.
Stock options are compensatory in nature and therefore subject to the rules governing compensatory items. For additional information on stock options, see my post on Retaining Key Employees in a Privately Held Company Through Equity Compensation — Part 3: Tax Treatment of Various Plans.
Companies and investors dealing in options and warrants should understand the basic differences and consider the tax consequences when contemplating transactions involving such instruments. And please note that the tax consequences described in these posts are for the most generic instruments and you should consult your own tax adviser in connection with any particular transaction.
Riggs — This article is for general information only. Strictly Business A Business Law Blog for Entrepreneurs, Startups, Venture Capital, and the Private Fund Industry.
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November 2, by Casey W. The exercise price of the option cannot be less than the fair market value of the stock on the date of grant because of the requirements contained in the Internal Revenue Code section A. A subsequent sale of the stock would be a capital transaction taxed at capital gains rates short-term or long-term depending on the holding period.
On the other hand, warrants are not compensatory and are generally taxed as follows: A portion of the purchase price associated with the underlying stock or debt deal would be allocated to the warrant so the investor would have tax basis in the warrant but often a nominal amount.
The exercise price of the warrant can be any amount; there is no requirement that it be equal to the fair market value of the underlying stock at date of grant. Upon exercise of the warrant, the investor would pay the purchase price for the shares but, unlike the option, there would be no tax due.
Like with an option, a subsequent sale of the stock would be a capital transaction taxed at capital gains rates short-term or long-term depending on the holding period. More from my site Retaining Key Employees in a Privately-Held Company through Equity Compensation — Part 3: Tax Treatment of Various Plans Retaining Key Employees in a Privately-Held Company through Equity Compensation — Part 5: Accounting Implications Retaining Key Employees in a Privately-Held Company through Equity Compensation — Part 6: Securities Law and Corporate Governance Implications Retaining Key Employees in a Privately-Held Company through Equity Compensation — Part 2: Basics of Stock Options, Restricted Stock, Phantom Stock, and Stock Appreciation Rights Retaining Key Employees in a Privately-Held Company through Equity Compensation — Part 1: Introduction Retaining Key Employees in a Privately-Held Company through Equity Compensation — Part 4: Twitter LinkedIn Google Facebook.
General Business Law Tagged With: Equity Compensation , Founder , Incentive Stock Options , Key Employee , Nonqualified Stock Options , Phantom Stock Plan , Restricted Stock , Stock Options , Warrants.
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