Share and share alike

Awarding employees lucrative share options in US startups is productive and straightforward. Why doesn't it happen here? asks Ray Hammond.

Written by newmedia newmedia

This is my first column for Computing and I have written it for anyone thinking of starting their own business. I have also directed this column at the Inland Revenue which, unfortunately, is still doing its best to discourage you from doing so.

Just over 20 years ago, I started a business in the US. I hired a dozen people and gave them all share options which, when exercised, would amount to about 20% of the equity. For the better part of four years, we all worked hard, and when the opportunity came to sell the business, the staff exercised their options and made some money. We all paid our share of tax on our windfalls and everybody was happy.

But just try that in the UK and you will soon see why our government has a long way to go before it can claim to have created a culture of enterprise.

Despite some minor tinkering with the regulations in the last budget, which removed some double taxation jeopardy from employee share schemes, it is still difficult, costly and legally challenging to grant employees sizeable share options in British start-up companies.

At every stage, the Inland Revenue tries to 'value' the options. There are significant tax implications and all sorts of restrictive barriers placed in the way of both employer and employee.

Some years after my experience in the US, I returned to the UK to start a business and discovered regulations so difficult that I was reduced to giving key staff semi-illegal 'side letters' which promised them shares at a certain price if, and when, a flotation or a sale was contemplated.

All other routes involved up-front costs for the very staff I was trying to motivate.

I was reminded of this sorry state of affairs the other day when I spent seven hours in a smoke-filled room with a group of venture capitalists.

They had gathered to discuss business plans submitted by hopeful entrepreneurs.

And there was certainly no shortage of ideas on the table coming from young Net-heads.

Confidentiality prevents me from describing any of them in detail, but one proposal was a brilliant idea for aggregating pharmaceutical information, another had strong music-business potential and another offered a new slant on the idea of developing and delivering holiday photos for the masses (yes, a Net-based concept).

Several of the businesses are already trading, or are in trials, and the sums they were looking for in first-round external financing varied between #300,000 and #3.5 million. But not one of their business plans got through to the next stage.

As an 'adviser' to the group, the biggest obstacle to funding that I observed during the meeting was a lack either of share distribution to employees or of alternative forms of employee participation. Experienced managers were also under-represented on the boards of the applicant companies.

Venture capitalists want to know how young companies can hold on to good programmers and key technical staff. They understand the nature of IT businesses and they know that all of the key assets go home at night - eventually. For that reason, widespread employee share options should be a key component in creating the group motivation necessary to build the sort of explosive growth needed to excite venture capitalists.

I expect the government to make good on its promise of creating a more competitive economy and continue to revise Inland Revenue regulations until it is as easy to grant employees share options here as it is in the US.

The second problem, the lack of experienced management in sharp-end IT start-ups, is common in the UK. Heady Internet businesses promoting new concepts, such as global market aggregation, free Internet connection, new auction techniques or software agent mediation, don't seem to attract experienced finance directors or chief executive officers.

Virtually all of the businesses described in the plans submitted were being run by the entrepreneurs themselves and, unsurprisingly, the venture capitalists wanted to see at least one experienced hand playing a key role. My colleagues assured me that this advice is always passed on to applicants, but few seasoned executives are prepared to get involved in Internet startups.

So what is wrong with our senior managers? 'They still don't believe Internet business is real,' said one weary fund manager as we wrapped up the meeting. Imagine someone saying that in the US.

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