The term “unicorn” refers to a pre-IPO company valued at more than $1B. When the term was coined in 2013 there were only 39 such companies. As of October 2020, there was a herd of at least 450 of them! Terms like “decacorn” and “hectacorn” have been used to define $10B and $100B companies, but I prefer Godzillas. Godzillas are truly unexpected. They cause you to change your approach. And if you don’t handle them well, they may destroy things that everyone finds valuable.

On November 24, 2020, the SEC published proposed long-anticipated changes to Rule 701. As a reminder, Rule 701 allows companies to provide offers and sales of securities with an exemption from Rule 144. Basically, it makes it easier to grant equity or sell shares to employees. No need to go into the legalese here, since there are a ton of other places that cover it in detail.

The proposed rules cover some esoteric stuff like REITS and Foreign Issuers and also cover things that every pre-IPO company (or long-term private company) should be aware of.

Those of you working at “pre-IPO” companies need to learn more about Special Purpose Acquisition Companies (SPACs). SPAC s are also known as “Blank Check” or “Reverse Merger” companies and provide a rapid path to becoming a publicly-traded company. This can create amazing opportunities, but not without the cost of significant effort for those involved.

What the heck is a SPAC transaction? Basically, some investors form a company (Company A) with the express purpose of collecting funds that will be used to acquire another company (Company B). The team of Company A is made up of people with the experience and expertise to find and acquire companies with significant untapped potential. After forming Company A they sell shares in a public offering and raise funds for a future merger or acquisition.

Usually the drive for pay for performance comes from the top of the company. “We need to have people be more productive.” “I don't want to have to pay people that much, unless they are REALLY doing a great job.” While these are valid concerns, we must be able to better define what people do that makes a company successful.

IPO markets often work in much the same way. When markets are truly hot everyone is waiting for the perfect time to go public. After a while, it seems like everyone is going public at the same time. Values soar. This usually results in fantastic headlines, but many of these companies struggle to become “core” components that will survive the transformation of the market.