Joining a company being acquired
"Is there anything I need to ask or consider during my negotiation   process based on the fact that they probably will soon be own by   another company? Very tricky situation. You are being hired by one company, and one hiring manager. But you already know that there are big changes ahead. What you don't know is how all those changes will actually play out. You will at least end up working for a different company.  I've worked for several companies in the past that were acquired, and some that acquired other companies. After each acquisition, the nature of the company changed significantly. Some teams were let go completely (often ""overhead"" departments like accounting, marketing, etc, that were handled at the corporate level), some teams were moved to a different location, others stayed the same. Sometimes management changed. In one case I was working for a new boss who worked out of the home office in another state. The time frame for these changes ranged from immediately, to several years after the acquisition. For me at least, some of the things that made the job appealing earlier typically were gone.  Try as best you can to ask questions about the acquisition, and about the nature of the acquiring company. If they are allowed to tell you the name of the company that is acquiring them, do some searching. See if you can find out how the company typically deals with acquisitions - do they immediately let almost everyone go (keeping only the ""essential"" few), or do they run new acquisitions as separate divisions and leave them alone for at least a while? Try to find out from your hiring manager what their expectations are for your specific team post-acquisition. Try to find out if anything within your offer is subject to change, post-acquisition. Are you being hired under the old, pre-acquisition rules? Or under the new, post-acquisition rules? The fact that you even know the company is being acquired is good. Often, companies cannot even divulge that fact until very near the end. On the other hand your use of the phrase ""probably will soon"", makes me wonder how much is definite here. Here's something you might wish to read: https://workplace.stackexchange.com/questions/20357/a-coworker-beat-me-to-resignation-how-can-i-resign-in-a-professional-manner" The best answer I can give is - be prepared for change. There's no perfect question you can ask or assurance you can get prior to accepting the offer that will give you any particularly perfect security or sense of stability here.  The company itself is going through a change of identity that can change how it will do business and even what the business is and how revenue is acquired.  In the time of the acquisition your role within the company could change radically for better or worse, it could even be eliminated entirely. If that type of uncertainty doesn't appeal to you - don't take the position. If you are absolutely psyched about this job, the best thing you can do is to learn more about the business itself and see if you can make any educated bets about how your role will play into the changes in business strategy that will come with the acquisition.
"Here is one ""other consideration"": don't, don't, don't sell based on insider information. Insider trading can land you in jail. And it's not restricted to top executives. Even overhearing a discussion about the current status of the acquisition talks can mean that you have insider information that you legally cannot act on in many jurisdictions. If you are just a regular employee, the SEC will likely not subject your dealings to special scrutiny, especially since lots of your colleagues will likely trade your company's shares at this point in time. And if you definitely hold insider info (for example, if you are intimately involved with the acquisition talks), you will likely have had a very serious warning about insider trading and know what you can and what you cannot do. Nevertheless, it's better to be careful here." It depends on the timing of the events. Sometimes the buying company announces their intention but the other company doesn't like the deal. It can go back and forth several times, before the deal is finalized. The specifics of the deal determine what happens to the stock: The deal will specify when the cutoff is. Some people want the cash, others want the shares.  Some will speculate once the initial offer is announced where the final offer (if there is one) will end up. This can cause a spike in volume, and the price could go up or down. Regarding this particular deal I did find the following: http://www.prnewswire.com/news-releases/expedia-to-acquire-orbitz-worldwide-for-12-per-share-in-cash-300035187.html Additional Information and Where to Find It Orbitz intends to file with the SEC a proxy statement as well as other   relevant documents in connection with the proposed transaction with   Expedia. The definitive proxy statement will be sent or given to the   stockholders of Orbitz and will contain important information about   the proposed transaction and related matters. SECURITY HOLDERS ARE   URGED TO READ THE PROXY STATEMENT CAREFULLY WHEN IT BECOMES AVAILABLE   AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY   AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL   CONTAIN IMPORTANT INFORMATION. The proxy statement and other relevant   materials (when they become available), and any other documents filed   by Expedia or Orbitz with the SEC, may be obtained free of charge at   the SEC's website, at www.sec.gov. In addition, security holders will   be able to obtain free copies of the proxy statement from Orbitz by   contacting Investor Relations by mail at ATTN: Corporate Secretary,   Orbitz Worldwide, Inc., 500 W. Madison Street, Suite 1000, Chicago,   Illinois 60661. As far as I know, the AMT implications are the same for a privately held company as for one that is publicly traded.  When I was given my ISO package, it came with a big package of articles on AMT to encourage me to exercise as close to the strike price as possible.  Remember that the further the actual price at the time of purchase is from the strike price, the more the likely liability for AMT.  That is an argument for buying early.  Your company should have a common metric for determining the price of the stock that is vetted by outside sources and stable from year to year that is used in a similar way to the publicly traded value when determining AMT liability. During acquisitions stock options often, from what I know of my industry, at least, become options in the new company's stock.  This won't always happen, but its possible that your options will simply translate.  This can be valuable, because the price of stock during acquisition may triple or quadruple (unless the acquisition is helping out a very troubled company). As long as you are confident that the company will one day be acquired rather than fold and you are able to hold the stock until that one day comes, or you'll be able to sell it back at a likely gain, other than tying up the money I don't see much of a downside to investing now. MattMcA definitely gave you excellent advice and said a lot of what I would say to you. Most databases that are going to give you the most comprehensive information, but in a well formatted way, are going to require subscriptions or a fee. You should try to visit a library, especially one at a university, because they may likely have free access for you. At my alma mater the preferred database among students was LexisNexis Corporate Affiliations. http://www.corporateaffiliations.com/  With this company directory, you get public and private company profiles. You can use Corporate Affiliation’s MergerTrak™ and get full coverage on current and past mergers and acquisitions.  I definitely think this is a business database you should look into. You have nothing to lose seeing as they have a free trial.  Just to add, there’s always a business news feed on the homepage. As I just checked now, this one caught my interest: For Marvel Comics, A Renewed Digital Mission. I found the following on a stock to mutual conversion for insurance firms for Ohio. Pulling from that link,  Any domestic stock life insurance corporation, incorporated under a general law, may become a mutual life insurance corporation, and to that end may carry out a plan for the acquisition of shares of its capital stock, provided such plan: (A) Has been adopted by a vote of a majority of the directors of such corporation; (B) Has been approved by a vote of stockholders representing a majority of the capital stock then outstanding at a meeting of stockholders called for the purpose; (C) Has been approved by a majority of the policyholders voting at a meeting of policyholders called for the purpose, each of whom is insured in a sum of at least one thousand dollars and whose insurance shall then be in force and shall have been in force for at least one year prior to such meeting.  and Any stockholder who has assented to the plan or who has been concluded by the vote of the assenting stockholders, and any stockholder who has objected and made demand in writing for the fair cash value of his shares subsequent to which an agreement has been reached fixing such fair cash value, but who fails to surrender his certificates for cancellation upon payment of the amount to which he is entitled, may be ordered to do so by a decree of the court of common pleas for the county in which the principal office of such corporation is located after notice and hearing in an action instituted by the corporation for that purpose, and such decree may provide that, upon the failure of the stockholder to surrender such certificates for cancellation, the decree shall stand in lieu of such surrender and cancellation.  Since they successfully became a mutual insurance company, I would guess that those stocks were acquired back by the company, and are leftover from the conversion. They would not represent an ownership in the company, but might have value to a collector. "This is several questions wrapped together: How can I diplomatically see the company's financial information? How strong a claim does a stockholder or warrantholder have to see the company's financials? What information do I need to know about the company financials before deciding to buy in? I'll start with the easier second question (which is quasi implicit).  Stockholders typically have inspection rights.  For example, Delaware General Corporate Law § 220 gives stockholders the right to inspect and copy company financial information, subject to certain restrictions. Check the laws and corporate code of your company's state of incorporation to find the specific inspection right.  If it is an LLC or partnership, then the operating agreement usually controls and there may be no inspection rights.  If you have no corporate stock, then of course you have no statutory inspection rights.  My (admittedly incomplete) understanding is that warrantholders generally have no inspection rights unless somehow contracted for.  So if you vest as a corporate stockholder, it'll be your right to see the financials—which may make even a small purchase valuable to you as a continuing employee with the right to see the financials.  Until then, this is probably a courtesy and not their obligation. The first question is not easy to answer, except to say that it's variable and highly personal for small companies.  Some people interpret it as prying or accusatory, the implication being that the founders are either hiding something or that you need to examine really closely the mouth of their beautiful gift horse.  Other people may be much cooler about the question, understanding that small companies are risky and you're being methodical.  And in some smaller companies, they may believe giving you the expenses could make office life awkward. If you approach it professionally, directly, and briefly (do not over-explain yourself) with the responsible accountant or HR person (if any), then I imagine it should not be a problem for them to give some information.  Conversely, you may feel comfortable enough to review a high-level summary sheet with a founder, or to find some other way of tactfully reviewing the right information. In any case, I would keep the request vague, simple, and direct, and see what information they show you.  If your request is too specific, then you risk pushing them to show information A, which they refuse to do, but a vague request would've prompted them to show you information B.  A too-specific request might get you information X when a vague request could have garnered XYZ.  Vague requests are also less aggressive and may raise fewer objections. The third question is difficult to say.  My personal understanding is some perspective of how venture capitalists look at the investment opportunity (you didn't say how new this startup is or what series/stage they are on, so I'll try to stay vague). The actual financials are less relevant for startups than they are for other investments because the situation will definitely change.  Most venture capital firms like to look at the burn rate or amount of cash spent, usually at a monthly rate.  A high burn rate relative to infusions of cash suggests the company is growing rapidly but may have a risk of toppling (i.e. failing before exit).  Burn rate can change drastically during the early life of the startup.  Of course burn rate needs the context of revenues and reserves (and latest valuation is helpful as a benchmark, but you may be able to calculate that from the restricted share offer made to you).  High burn rate might not be bad, if the company is booming along towards a successful exit. You might also want to look at some sort of business plan or info sheet, rather than financials alone.  You want to gauge the size of the market (most startups like to claim 9- or 10-figure markets, so even a few percentage points of market share will hit revenue into the 8-figures).  You'll also have to have a sense for the business plan and model and whether it's a good investment or a ridiculous rehash (""it's Twitter for dogs meets Match.com for Russian Orthodox singles!"").  In other words, appraise it like an investor or VC and figure out whether it's a prospect for decent return.  Typical things like competition, customer acquisition costs, manufacturing costs are relevant depending on the type of business activity. Of course, I wouldn't ignore psychology (note that economists and finance people don't generally condone the following sort of emotional thinking).  If you don't invest in the company and it goes big, you'll kick yourself.  If it goes really big, other people will either assume you are rich or feel sad for you if you say you didn't get rich.  If you invest but lose money, it may not be so painful as not investing and losing out the opportunity.  So if you consider the emotional aspect of personal finance, it may be wise to invest at least a little, and hedge against ""woulda-shoulda"" syndrome.  That's more like emotional advice than hard-nosed financial advice. So much of the answer really depends on your particular circumstances.  Obviously you have other considerations like whether you can afford the investment, which will be on you to decide.  And of course, the § 83(b) election is almost always recommended in these situations (which seems to be what you are saying) to convert ordinary income into capital gain.  You may also need cash to pay any up-front taxes on the § 83(b) equity, depending on your circumstances." It depends on the firm. I was interviewing with a few PE firms a few months ago, and the structure can vary. Some were definitely just LBO shops where the bulk of the staff were focused just on the deal. I remember a couple, however, that placed a lot of emphasis on getting in-house after the deal and performing what ultimately amounted to long term management consulting. These firms tended to hold companies for like 10+ years iirc. It sounds like there might be options out there in line with your passions, you just need to be pretty picky with the firm you join. I only remember one firm's name off the top of my head, but I'd be happy to pm it to you if you want to do some more research yourself. "I think the best advice you could get would be to find a lawyer. If that foreign company has any presence in the US, they should be the ones signing off as the successor, otherwise you may find yourself in a limbo that would require some legal assistance. Generally, in most States a Corporation cannot be dissolved without resolving issues like this, which is probably why they told you ""the plan is terminating"". Someone asked them to terminate it. You need to find that someone." This is only one of a series of questions your friend needs to understand. They will also need to know what happens to: vacation balances; the vacation earning schedule; retirement fund matching; the pension program; all the costs and rules regarding health, dental and vision;life insurance amounts. Some of these can be changed immediately. Some will not be changed this year because of IRS regulations. Everything can be changed by the next year. But there is no way to know if they will change a little a possible or as much a possible. It will depend on if they are buying the company, or if the company is going out of business and the new company is buying the remnants. They may also be essentially terminating the employees at the old place, and giving them the first opportunity for interviews. If they are essentially quitting they will not have to continue paying into the plan. The bad news is that their last day of work is also probably their last day to incur expenses that they can pay for with the flexible plan. If They are being purchased or absorbed the company will likely make no changes to the current plan, and fold them into the plan next year. I have been involved with company purchases and company splits, and this is how it was handled. "Many companies (particularly tech companies like Atlassian) grant their employees ""share options"" as part of their compensation. A share option is the right to buy a share in the company at a ""strike price"" specified when the option is granted. Typically these ""vest"" after 1-4 years so long as the employee stays with the company. Once they do vest, the employee can exercise them by paying the strike price - typically they'd do that if the shares are now more valuable. The amount they pay to exercise the option goes to the company and will show up in the $2.3 million quoted in the question." It depends.  If you accept the offer, then your stock will cease existing.  If you reject the offer, then you will become a minority shareholder.  Depending on the circumstances, you could be in the case where it becomes illegal to trade your shares.  That can happen if the firm ceases to be a public company.  In that case, you would discount the cash flows of future dividends to determine worth because there would be no market for it. If the firm remained public and also was listed for trading, then you could sell your shares although the terms and conditions in the market would depend on how the controlling firm managed the original firm. "It is not a ""riskless"" transaction, as you put it. Whenever you own shares in a company that is acquiring or being acquired, you should read the details behind the deal. Don't make assumptions just based on what the press has written or what the talking heads are saying. There are always conditions on a deal, and there's always the possibility (however remote) that something could happen to torpedo it. I found the details of the tender offer you're referring to. Quote: Terms of the Transaction [...] The transaction is subject to certain closing conditions, including   the valid tender of sufficient shares, which, when added to shares   owned by Men’s Wearhouse and its affiliates, constitute a majority of   the total number of common shares outstanding on a fully-diluted   basis. Any shares not tendered in the offer will be acquired in a   second step merger at the same cash price as in the tender offer. [...] Financing and Approvals [...] The transaction, which is expected to close by the third quarter of   2014, is subject to satisfaction of customary closing conditions,   including expiration or termination of the applicable waiting period   under the Hart-Scott-Rodino Antitrust Act.  Both Men’s Wearhouse and   Jos. A. Bank are working cooperatively with the Federal Trade   Commission to obtain approval of the transaction as soon as possible. [...] Essentially, there remains a small chance that one of these ""subject to..."" conditions fails and the merger is off. The chance of failure is likely perceived as small because the market price is trading close to the deal price. When the deal vs. market price gap is wider, the market would be less sure about the deal taking place. Note that when you tender your shares, you have not directly sold them when they are taken out of your account. Rather, your shares are being set aside, deposited elsewhere so you can no longer trade them, and later, should the conditions be satisfied, then you will be paid for your shares the deal price. But, should the deal fall apart, you are likely to get your shares deposited back into your account, and by that time their market value may have dropped because the price had been supported by the high likelihood of the transaction being completed. I speculated once on what I thought was a ""sure deal"": a large and popular Canadian company that was going to be taken private in a leveraged buyout by some large institutional investors with the support of major banks. Then the Global Financial Crisis happened and the banks were let off the hook by a solvency opinion. Read the details here, and here. What looked like a sure thing wasn't. The shares fell considerably when the deal fell apart, and took about four years to get back to the deal price." isn't it still a dilution of existing share holder stock value ? Whether this is dilution or benefit, only time will tell. The Existing value of Facebook is P, the anticipated value after Watsapp is P+Q ... it may go up or go down depending on whether it turns out to be the right decision. Plus if Facebook hadn't bought Watsapp and someone else may have bought and Facebook itself would have got diluted, just like Google Shadowed Microsoft and Facebook shadowed Google ... There are regulations in place to ensure that there is no diversion of funds and shady deals where only the management profits and others are at loss. Edit to littleadv's comments: If a company A is owned by 10 people for $ 10 with total value $100, each has 10% of the share in the said company. Now if a Company B is acquired again 10 ea with total value 100. In percentage terms everyone now owns 5% of the new combined company C. He still owns $10 worth. Just after this acquisition or some time later ... Obviously, there's some due diligence and quantitative analysis. However, it's mostly just what they can secure, for how much and how quickly. For instance, if you had a bakery that was netting 200,000/yr and needed 750,000 to open a new location. The bank will give you the loan over 10 years at 1.1%. Well, it's probably a good idea to take on debt. That's 6938 a month (I think).  Edit: Or issue debt yourself.  However, let's say you're merging with someone in the same industry. They have a market cap of 10 billion. Your company has a market cap of 62 billion and revenue of 11.8 billion a year. It's probably a good idea to secure with equity. Especially because you believe the merger will help you expand. Seems a little early.  Here's my advice: if you don't feel ready, you're probably not completely ready. In that case, it would probably be best if you worked as the assistant to the president of your business for a while to learn the ins and outs.  Even if you are confident, keep the current president around to help. Maybe they can occupy the vice president position while you take over ownership. You'll want somebody there who knows what's up when shit hits the fan.