Real to the trust -type stock option design and introduced in the space market I heard from a lawyer Haruhei Ishihara [Guest Contribution]

This article is contributed by Yodoyabashi / Yamagami Joint Tokyo Office partner and lawyer Haruhei Ishihara, and STARTPOINT Producer Joyo Ohara.Ohara asked a question and had a dialogue that was promoted by Ishihara for BRIDGE.

lawyer.A lawyer corporation Yodoyabashi / Yamagami joint Tokyo office partner.

Director of Space Market, Economy Association Shareing Economy Certification System Director, etc., etc.

The space market, which was seconded in 2016, was also in charge of local governments and corporate partner negotiations, financing, internal audits, and support for listing, and in December 2019, he was listed on the TSE Mothers.

He returned to the office in April 2020 and became a partner in the office in April 2021.

In 2013, AppBbROADCAST was founded.After the service was used for 4 million centimeters, in 2016 he beded to the KDDI Group's Mediba.

Later, as an angel investor, 25 companies invested and supported, and three companies (one of them are listed on the East Certificate Mothers)."A great investor selected by young entrepreneurs" (2019, Weekly Toyo Keizai).Currently established Startpoint, a company that supports startups, and provides management resources to 250 startups through the entrepreneur platform "STARTPASS".

He has authored books, "I founded a company at the age of 35, and I had a way to Igit three years later." (CCC Media House).

Regarding the "Trust -type Stock Options", which has recently been heard in the startup area, the last time we talked to a certified public accountant / tax accountant who is a capital policy professional, and an outline of the system and the conventional stock option.I asked about the design precautions in order not to become NG in the listing screening.

This time, I would like to ask a listed person in charge of a company that actually introduced a trust -type stock option for the real voice of the site and explore more practical use and precautions.。(Ohara)

石原さんは、2019年12月に上場したスペースマーケットで、実際にストックオプション制度の設計に関わっていらっしゃったんですよね。

it is.Before I joined the company, a normal tax -oriented stock option was issued, and I joined the company just a few months later, but the members who joined the company after the first issue have stock options.Since the situation was not received, we decided to introduce a trust -type stock option from the examination of whether there is any good system to make it a fair.

In the Space Market, a total of three times have been issued three times, one of the conventional stock options, a trust -type stock option after Series B → the last series C, and a conventional stock option.

信託型ストックオプションはどういう段階・シーンで一番の選択肢となるのでしょうか?

It is not recommended in the real seed period (phase of the first funding before or the first funding).The reason is that the cost is high and that it is difficult to operate even if the personnel system described later is not in place.

As a guide, is the phase of Series A to B?Even if the cost of introduction is cheap, it will be about several million yen, so it may be a good idea to clearly indicate and procure it as a use of funding.

導入の際の具体的なスケジュールとして、準備期間はどのくらいを見ておけばよいでしょうか?

It depends on the situation in advance, but I think it can be introduced in about 2 months at the fastest speed.

信託型ストックオプションは「運用」が必要であると聞きましたが、具体的にはどのような作業が必要なのでしょうか?

I think that "operation" in this case is the grant of personnel evaluation points.

The target person will be evaluated in a certain period, such as every half -year, and points will be given based on the rules designed in advance.Since it will be granted along a quietly determined guidelines, it is important to work mechanically so that even if you say "operation", it is rather not arbitrary.

In addition, for each period, an external committee organized by an external auditor or the like is organized to check that arbitrary operations have been performed.

通常のストックオプションと信託型ストックオプションを併用することはできるのでしょうか?

Is possible.Rather, I think it would be nice to issue a tax -oriented free stock option in the early days, and introduce a trust type from around 30 employees.

信託型ストックオプションを発行するにあたって、社内ではどのような議論をなされたのでしょうか?

Specifically, we discussed the following points.

割当比率については転換当日にならないとわからないというのが信託型の特徴かと思いますが、実際に、転換時に対象者から不公平などの声は出なかったのでしょうか?

I recognize that I did not.

The stock options set formed in advance will be divided according to the number of points, so it is natural that it is unknown who will pass and how many shares to the end, but it did not greatly deviate from the expected number, and half -term.I think that it has been successful that the appropriate communication from the superiors has explained that it is an assumed number.

信託型ストックオプションを普通株に転換する時にはどのような手続きを行うのでしょうか? イメージが湧いておりません。

The target person will open a dedicated account at the securities company, indicate the intention of exercise, pay the amount, and pay the shares to the account.It is not a cumbersome procedure, not particularly different from the conventional stock option.

今振り返ってみても、もう一度信託型ストックオプションを導入したいと思いますか?

I will definitely introduce it.However, as mentioned above, there are advantages and disadvantages, so I think that we will build a portfolio in combination with a free tax -free stock option.

In addition, in the same trust -type framework, it is possible to design not only the point system but also a one -shot stock option in the form of a special grant, so the incentive is effective in combination.It is necessary to discuss and maintain considerably at the time of introduction so that it can be maintained.

信託型ストックオプションを導入したことによって成功した会社の事例、反対に失敗した会社の事例があればお伺いしたいです。

I think that the retired person's response (free stock options require erasure and registration every time, and it is not possible to distribute that amount to another person), so I think that the cost and time were overwhelmingly saved.I think the practical benefits are quite large.

On the other hand, a company that has not yet had a personnel system has been introduced and arbitrary operations, and it is part of the salary by introducing it at a low level of expectation whether it will be realized in the first place.I think there is a risk that employees will be distrustful if they communicate as a substitute for bonuses.

信託型ストックオプションを是非導入すべき会社、反対に導入すべきでない会社というのはありますでしょうか?

If you are aiming for an IPO, you should introduce it as a valid incentive means, but if you want to be a bayout, you should not introduce it.

Last time, I was able to hear many stories about external (anti -audit / listing screening) design precautions from the perspective of experts, but this time, the reality of the company actually introduced.From the voice, I was able to know specifically about the points to note from an internal perspective, such as communication with the subject and the balance with the personnel evaluation system.

The trust -type stock option is a very effective incentive system for startups aiming for IPOs, but because it is expensive and closely related to the personnel evaluation system, it is closely related to the personnel evaluation system, so be careful when they are in place.It should be introduced after doing so, and it seems good to use the conventional tax -type stock options with the conventional tax system except for the timing.

In order to make a trust -type stock option effective as an easy -to -use incentive system as the original purpose, in -house response, most of all, the "clear and appropriate personnel evaluation system" and "target person".I felt that "communication" could be said to be the liver.(Ohara)

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