What Happens to Cofounders' Shares when they IPO?
A company typically goes public in order to bring in additional capital. In an IPO, the company (through its officials) will typically do so by issuing additional shares, and offering to sell those to investors. If they did not do that, then there would be no net capital gain for the company; if person A sells share in company C to person B, then company C does not benefit directly from the exchange. By issuing and selling additional shares, the total value of all stock in the company can increase. Being publicly traded also greatly increases the confidence in the valuation of the company, as a consequence of the perfect market theory. There is nothing in this that says that initial investors (cofounders, employees, etc.) need to sell their shares in the process. They might choose to do so, or they might not; or they might be prevented from doing so by terms of any agreements that they have signed or by insider trading laws. Compare What happens to internal stock when a company goes public? Depending on specifics, it might be reasonable for the company to perform a share split prior to the initial public offering. That, however, doesn't affect the total value of the shares, only the price per share.
"a lot of companies will ""class"" their shares and the founders will hold on to the A class shares so that they can distribute more than 50% but still retain the majority of control over company decisions. A lot of this stuff is set out in the underwriting." "If you participate in an IPO, you specify how many shares you're willing to buy and the maximum price you're willing to pay. All the investors who are actually sold the shares get them at the same price, and the entity managing the IPO will generally try to sell the shares for the highest price they can get. Whether or not you actually get the shares is a function of how many your broker gets and how your broker distributes them - which can be completely arbitrary if your broker feels like it. The price that the market is willing to pay afterward is usually a little higher. To a certain extent, this is by design: a good deal for the shares is an incentive for the big (million/billion-dollar) financiers who will take on a good bit of risk buying very large positions in the company (which they can't flip at the higher price, because they'd flood the market with their shares and send the price down).  If the stock soars 100% and sticks around that level, though, the underwriting bank isn't doing its job very well: Investors were willing to give the company a lot more money. It's not ""stealing"", but it's definitely giving the original owners of the company a raw deal. (Just to be clear: it's the existing company's owners who suffer, not any third party.) Of course, LinkedIn was estimated to IPO at $30 before they hiked it to $45, and plenty of people were skeptical about it pricing so high even then, so it's not like they didn't try. And there's a variety of analysis out there about why it soared so much on the first day - fewer shares offered, wild speculative bubbles, no one could get a hold of it to short-sell, et cetera. They probably could have IPO'd for more, but it's unlikely there was, say, $120/share financing available: just because one sucker will pay the price doesn't mean you can move all 7.84 million IPO shares for it." You are right that Facebook really doesn't get impacted as they got their $38. However it would make it slightly more difficult for Facebook to raise more money in future as large investors would be more cautious. This can keep the price lowers than it actually needs to be. Quite a few companies try to list the IPO at lower price so that it keeps going up and have more positive effect overall there by making it easier for future borrowings. See related question Why would a company care about the price of its own shares in the stock market? So in a sense, I can think of the employees / option-holders as another investor?   That makes sense - but many of the examples I'm finding online are still confusing me. Based on the example above, it seems like option-holders would be paying the same exercise price as the VC. Per [Andreesen Horowitz](https://a16z.com/2016/08/24/options-ownership/) this seems uncommon:   &gt; The exercise price of employee options — the price per share needed to actually own the shares — is often less than the original issue price paid by the most recent investor, who holds preferred stock.    In reality, would option-holders receive, say, 40% (using example above) for their $6m in exercise value due to receiving common stock, with the founder being diluted to even further? "In an IPO (initial public offering) or APO (additional public offering) situation, a small group of stakeholders (as few as one) basically decide to offer an additional number of ""shares"" of equity in the company. Usually, these ""shares"" are all equal; if you own one share you own a percentage of the company equal to that of anyone else who owns one share. The sum total of all shares, theoretically, equals the entire value of the company, and so with N shares in existence, one share is equivalent to 1/Nth the company, and entitles you to 1/Nth of the profits of the company, and more importantly to some, gives you a vote in company matters which carries a weight of 1/Nth of the entire shareholder body. Now, not all of these shares are public. Most companies have the majority (51%+) of shares owned by a small number of ""controlling interests"". These entities, usually founding owners or their families, may be prohibited by agreement from selling their shares on the open market (other controlling interests have right of first refusal). For ""private"" companies, ALL the shares are divided this way. For ""public"" companies, the remainder is available on the open market, and those shares can be bought and sold without involvement by the company. Buyers can't buy more shares than are available on the entire market. Now, when a company wants to make more money, a high share price at the time of the issue is always good, for two reasons. First, the company only makes money on the initial sale of a share of stock; once it's in a third party's hands, any profit from further sale of the stock goes to the seller, not the company. So, it does little good to the company for its share price to soar a month after its issue; the company's already made its money from selling the stock. If the company knew that its shares would be in higher demand in a month, it should have waited, because it could have raised the same amount of money by selling fewer shares. Second, the price of a stock is based on its demand in the market, and a key component of that is scarcity; the fewer shares of a company that are available, the more they'll cost. When a company issues more stock, there's more shares available, so people can get all they want and the demand drops, taking the share price with it. When there's more shares, each share (being a smaller percentage of the company) earns less in dividends as well, which figures into several key metrics for determining whether to buy or sell stock, like earnings per share and price/earnings ratio. Now, you also asked about ""dilution"". That's pretty straightforward. By adding more shares of stock to the overall pool, you increase that denominator; each share becomes a smaller percentage of the company. The ""privately-held"" stocks are reduced in the same way. The problem with simply adding stocks to the open market, getting their initial purchase price, is that a larger overall percentage of the company is now on the open market, meaning the ""controlling interests"" have less control of their company. If at any time the majority of shares are not owned by the controlling interests, then even if they all agree to vote a certain way (for instance, whether or not to merge assets with another company) another entity could buy all the public shares (or convince all existing public shareholders of their point of view) and overrule them. There are various ways to avoid this. The most common is to issue multiple types of stock. Typically, ""common"" stock carries equal voting rights and equal shares of profits. ""Preferred stock"" typically trades a higher share of earnings for no voting rights. A company may therefore keep all the ""common"" stock in private hands and offer only preferred stock on the market. There are other ways to ""class"" stocks, most of which have a similar tradeoff between earnings percentage and voting percentage (typically by balancing these two you normalize the price of stocks; if one stock had better dividends and more voting weight than another, the other stock would be near-worthless), but companies may create and issue ""superstock"" to controlling interests to guarantee both profits and control. You'll never see a ""superstock"" on the open market; where they exist, they are very closely held. But, if a company issues ""superstock"", the market will see that and the price of their publicly-available ""common stock"" will depreciate sharply. Another common way to increase market cap without diluting shares is simply to create more shares than you issue publicly; the remainder goes to the current controlling interests. When Facebook solicited outside investment (before it went public), that's basically what happened; the original founders were issued additional shares to maintain controlling interests (though not as significant), balancing the issue of new shares to the investors. The ""ideal"" form of this is a ""stock split""; the company simply multiplies the number of shares it has outstanding by X, and issues X-1 additional shares to each current holder of one share. This effectively divides the price of one share by X, lowering the barrier to purchase a share and thus hopefully driving up demand for the shares overall by making it easier for the average Joe Investor to get their foot in the door. However, issuing shares to controlling interests increases the total number of shares available, decreasing the market value of public shares that much more and reducing the amount of money the company can make from the stock offering." That's a very good question.. of which I didn't know the answer. I didn't pay very close attention when they actually IPO'ed, so I researched just now and I couldn't believe the amount of public complaining the banks did about Google's IPO structure. Hilarious in retrospect.   Either way, in a very satisfying development, Google only paid 3% on the underwrite. The offering was worth almost $3B which means $100m for the banks, but they didn't have to do a road show or make a single call to sell the thing, so I'd say that was more than fair.  {[Source](http://www.slate.com/articles/business/moneybox/2004/07/frugal_google.html)}  &gt;Google's IPO price will thus be set naturally by all interested market participants, not artificially by underwriters. Google—and not well-connected investors—will receive the full benefit of investors' enthusiasm for the stock. To add insult to the injury of the chastened investment bankers, Google has decreed that it'll only pay a 3 percent underwriting fee. Thanks for the link.   The way I interpretet is like this:   IPOs are underpriced to make sure they will sell all the shares to the market, avoiding lose of face. (short term andslide 4)  But that doesn't mean it is a good investment in the long run, because these companies have their reasons to go public, and one of those reasons could be that they think the market is overpricing stocks (long term and slide 5)   There are of course other reasons, one of them to finance the business.  By the way, I think the data is heavily skewed because of the dotcom crash, but interesting nonetheless. A broker will only get so many shares for any IPO. They will give their highest profit customers priority, but try to keep the smaller ones happy as well. So where my TWTR order today was for 1000 shares, I actually was granted 100.  In the dotcon* bubble of the late 90's, there were some stocks I saw as many as 1000 hit my account.  (*not a typo, this is the title of a book on that period, the making of a bubble and irrational doings on Wall Street. TL;DR: The date they were granted.  (Usually, this follows both an offer and acceptance.) It's not uncommon for a new vesting clock to start when there's a new round of funding coming in, because the investors want to make sure the key people are going to be engaged and incentivized going forward from that point.  They don't lower their expectations for how long they want folks engaged based on the person having started earlier.  Non-institutional investors may have the same concerns as institutional investors here and use the same vesting strategy to address them. Primary recognition of the benefits from having had people start earlier or be there longer (so long as it correlates with having gotten more done) is embedded in the valuation (which affects how much founders' shares are diluted in the raise). Is that even legal to pull out of a deal like that? I'd assume they'd have made an agreement (between the underwriter and the buyer) during the roadshow.   This event I would think has large negative impacts on the firm. It delays their IPO, (provided that they try again) and it makes investors wary of reinvesting in their second IPO (oxymoron.. haha).  Furthermore, if the biotech firm decides to openly publish the details of this deal (which i assume they'd have to if they want to have a chance at having a successful IPO) someone is going to be labeled as having dealt in bad faith.  I understand that underwriters mostly operate on a best-efforts basis, but I don't think they can come out of this deal without facing some consequences. Theoretically, when a company issues more shares, it does not affect the value of your shares.  The reason is that when a company issues and sells more shares, the proceeds from the sale of those shares goes back into the company. Using your example, you have 10 out of 100 shares of the company, for a 10% stake.  Let's say that the shares are valued at $1,000 each, meaning that the market value of the company is $100,000, and your stake is worth $10,000. Now the company issues 100 more shares at $1,000 each.  The company receives $100,000 from new investors, and now the company is worth $200,000.  Your stake is now only 5% of the company, but it is still worth $10,000. The authorized share capital is the amount of shares that a company has already planned on selling.  When you buy stock in a company, you can look up how many shares exist, so you know what your percent stake in the company is.  When a company wants to sell more shares, this is called an increase of authorized share capital.  In order to do this, the company generally needs the approval of a majority of the existing shareholders. Shares are partial ownership of the company. A company can issue (not create) more of the shares it owns at any time, to anyone, at any price -- subject to antitrust and similar regulations. If they wanted to, for example, flat-out give 10% of their retained interest to charity, they could do so. It shouldn't substantially affect the stock's trading for others unless there's a completely irrational demand for shares. Is it normal for such transactions to create new outstanding shares? Yes a company can create new shares or a Majority share holder can sell some of his stake or it can be a mix of both. how will this news affect the short-term and long-term price of the company's stock? This is opinion based and not apt for this site. It can be positive or negative depending on how the market reacts to the news. If the company is non-public, your hands are tied. Most startups have a Stock Option Plan with specific rules on the shares. In almost all cases, they have a Transferability clause preventing transfers of options and shares unless approved by the company (who would almost always say no). Additionally, they usually have a Right of First Refusal (ROFR), which states that if shares are going to be transferred, the company gets the chance to buy it first. In your case, the company may argue your friend would sell you the shares for free and the company would exercise their ROFR and buy back the shares for free. There is not much you can do in this case. You may be able to write up a contract between your friend and you, but it would be costly and possibly not worth the effort. You may be better off asking for a lump sum or some other sort of compensation. Additionally, your friend might want to be careful with this idea. You could potentially gain access to sensitive company tools/documents which could get them in a lot of trouble. The original investors and founders own them. Think about it this way - When you hear that an IPO priced at $10 opened at $50, is that 'good or 'bad'? Of course, it depends who you are. If you are the guy that got them at $10, you're happy. If you are the founder of the company, you are thinking the banker you paid to determine a market price for the IPO failed. Big. He blew it, basically as you just sold your company for 20% of the perceived value. But, instead of selling all the shares, just sell, say, 5%. Now, the IPO opening price is just a way to understand the true value of your company while keeping 95% of the upside once the market settles down to a regular trading pattern. You can slowly sell these shares into the market or you can use them as cash to take over other companies by buying with these shares instead of actual cash.  Either way, the publicly traded shares should trade based on the total value of the company and the fraction they represent.