Authorized vs. Issued vs. Outstanding Shares: What Each Count Means for Your Valuation, Your EPS, and Your Vote
Outstanding shares equal issued shares minus treasury stock — the only count that sets market cap, EPS, dividends, and votes.
#equity-instruments
Equity Instruments
Understanding stock, SAFE notes, convertible notes, and startup financing structures
Basic vs. Diluted EPS, Explained: What Each Share of Earnings Is Really Worth After Options, Warrants, and Convertible Debt
Diluted EPS assumes every option, warrant, and convertible note becomes shares; it is the worst-case number — value the company on it, not on basic EPS.
Cumulative Preferred Stock and Dividends in Arrears, Explained: How Missed Dividends Pile Up, Why Arrears Must Clear Before Common Holders See a Dollar, and Why They Stay a Footnote Until the Board Declares
Skipped cumulative preferred dividends stack up as arrears that must clear before common holders see a dollar — yet stay a footnote until declared.
Term Sheet Control Terms: Protective Provisions, Pro Rata Rights, Information Rights, and Side Letters Explained
Protective provisions veto company sales and new debt; pro rata, information rights, and side letters decide who buys, sees, and gets special terms.
Startup Advisory Shares, Explained: FAST Tiers From 0.1% to 1%, Two-Year Vesting, and When an Advisor Earns Options Instead of Cash
Advisors earn 0.1% to 1% on the FAST grid with two-year vesting; NSOs tax the spread at exercise, restricted stock needs a Section 83(b) election in 30 days.
Dual-Class Stock, Explained: How Founders Keep Control, Why Investors Discount It, and What Sunsets Change
Supervoting shares let founders control a company on a minority stake; investors discount the wedge unless a sunset restores one share, one vote.
Rule 144, Explained: When Founders, Employees, and Early Investors Can Actually Sell Restricted and Control Stock
Rule 144 allows resale of restricted stock after a 6-month or 1-year holding period; affiliates must also meet volume limits and file Form 144.
ISO vs. NSO Tax Treatment for Startup Employees: When Exercising Triggers AMT or Withholding
ISO exercises skip regular tax but can trigger AMT; NSO spreads land on your W-2 — IRS holding periods, withholding gaps, and the $100K limit.
Startup SPVs Explained: How Special Purpose Vehicles Keep Your Cap Table Clean
An SPV pools many angel checks into one LLC and one cap-table line; backers pay 10–20% carry plus setup fees, and the lead votes the whole block.
Venture Debt for Early-Stage Startups: Borrow Runway Without Selling the Company
U.S. startups borrowed a record $68.8B of venture debt in 2025. Warrants cost 1-5% dilution, but covenant breaches - not missed payments - trigger most defaults
The Equity Method of Accounting, Explained: How to Book a 20–50% Ownership Stake
Under ASC 323, dividends from a 20–50% stake are not income — they reduce the investment. Here are the three journal entries and the basis-difference trap.
Reading Your First US Term Sheet: Valuation, Liquidation Preference, and the Control Terms Founders Miss
A $10M pre-money valuation with a 15% option pool values the founders' shares closer to $8.5M. A clause-by-clause walk through a priced-round term sheet — the option pool shuffle, 1x non-participating preference, full-ratchet anti-dilution, board seats and veto lists — with the math worked out.