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Uber Lawsuit Alleges Employees Were Misled On Equity Compensation (techcrunch.com)

An Uber employee has filed a lawsuit accusing the company of misleading employees about their equity compensation. Uber "devised a fraudulent scheme to recruit highly sought software engineers," according to the case. From a report on TechCrunch: The lawsuit claims that Uber promised a more tax favorable type of options at the time employees were hired and then later changed the plan. The case alleges that at least 100 others on the Uber staff may have been impacted and that these stock options can potentially be worth "hundreds of millions of dollars" to employees and also save Uber "millions of dollars of tax deductions." The plaintiff, Lenza McElrath, who was previously a lawyer and is now an engineer at Uber, says that he was under the impression that all his shares could be treated as ISOs, which do not require an upfront tax bill. He said he was later given a notice about a change to the exercisability schedule, that effectively turned most of his shares into NSOs, which are taxed at the time they are exercised. While many startups allow their shares to become exercisable over the course of a four-year vesting agreement, Uber has share agreements that become exercisable after just six months. In other words, Uber employees can buy the stock they are entitled to shortly after they gain employment.

39 comments

  1. Nice one... by calexontheroad66 · · Score: 2

    A company that behaves in an unethical manner in the marketplace also deceives employees.
    Who would have thought about that.
    Now, I would get that they exercize their share options a lot sooner than most. So, I would think there would be a catch.

    1. Re:Nice one... by ranton · · Score: 3, Insightful

      A company that behaves in an unethical manner in the marketplace also deceives employees.

      Or in this case, a company that behaves in an unethical manner towards low paid employees also deceives their more skilled employees. These developers didn't seem to care they were helping their company create a new servant class, but they sure noticed once their company started acting in a similarly unethical manner towards them. It's kind of like a spouse who knows their partner makes money being deceptive and ignoring regulations at work and then is outraged when that spouse has another lover on the side.

      --
      -- All that is necessary for the triumph of evil is that good men do nothing. -- Edmund Burke
    2. Re:Nice one... by Anonymous Coward · · Score: 0

      An odd conflation, I'm myself have never been deceptive or ignored regulations.

    3. Re:Nice one... by Anonymous Coward · · Score: 0

      The guy with a long term side piece tends to follow all the rules and regs. Affairs take ridiculous planning and attention to detail.

    4. Re:Nice one... by calexontheroad66 · · Score: 1

      I didn't make a distinction, though there is a Irony.
      People in power require others to do their bidding, some are more complicit than others.
      But in the end, the powerful will try to discard themselves of their promisses and of people.

    5. Re:Nice one... by Anonymous Coward · · Score: 0

      But in the end, the powerful will try to discard themselves of their promisses and of people.

      Fast forward 4 years:
      Websters Dictionary: "Trumpinizing" - When the powerful will try to discard themselves of their promises and of people.

  2. Uber stock isn't worth anything though by Anonymous Coward · · Score: 2, Interesting

    Uber lost 800 mil this quarter. They're projected to lose 2.6 billion next year. And that's not even accounting for cities turning on them and employees wanting proper compensation.

    Uber is fucked. So go ahead, fight for your worthless equity.

    1. Re: Uber stock isn't worth anything though by Anonymous Coward · · Score: 0

      This. There is ZERO brand loyalty. It's all about whichever cab is cheapest. If/When Tesla/Apple/Google etc have competing ride sharing services, Uber is TOAST.

    2. Re: Uber stock isn't worth anything though by Altus · · Score: 2

      There is negative brand association though, for instance, I use Lyft almost exclusively because the owners of Uber are such well known douchebags.

      --

      "In America, first you get the sugar, then you get the power, then you get the women..." -H. Simpson

    3. Re: Uber stock isn't worth anything though by ooloorie · · Score: 1

      As numerous failures from companies like Apple, Microsoft, and Google show, it takes more than tons of money, a lot of engineers, and a desire to enter a market in order to actually be competitive in it.

    4. Re: Uber stock isn't worth anything though by Anonymous Coward · · Score: 0

      We need a option, non-mod, "I Agree" +1

    5. Re: Uber stock isn't worth anything though by Anonymous Coward · · Score: 0

      I heard a rumor that Lyft was covertly owned by the same people as Uber, I assumed it was incorrect

  3. shocking! by Gravis+Zero · · Score: 3, Insightful

    You're saying that a company that is infamous for skirting the law and screwing people over is skirting the law and screwing people over?! How unpredictable! ;)

    --
    Anons need not reply. Questions end with a question mark.
    1. Re:shocking! by Anonymous Coward · · Score: 0

      Stock options are generally a bad deal for the employee, unless you're at the very top where the rules are different. That's because if they were a good deal for the employee (i.e. better than cash salary), then the company wouldn't have offered them in the first place -- they would prefer to pay you in cash. And if the owners really did see exponential growth in their future, the last thing they would want to do is share it with thousands of other people. What keeps the concept going, just like the lottery, is the occasional story of a big winner. The problem is that far more people end up with worthless options than big winners.

    2. Re: shocking! by cunina · · Score: 1

      This assumes that startup companies have all the cash they could possibly need. They don't. Giving options is what they do because they have to conserve cash. You're right that they'd rather not have to grant options, but usually they have no choice. It is true, though, that many companies structure their options in a way to screw the employees.

    3. Re: shocking! by rtb61 · · Score: 1

      Many executive teams screw everyone they can for everything they can. They rip off customers, cheat their staff, scam their investors and plot tax avoidance schemes. This whilst fluffing the books to inflate their salaries and bonuses. They then jump out crashing companies with golden parachutes to land safety whilst everyone else crashes and burns. This they all arranged by stealing company funds to pay corrupt lobbyists to buy ever more corrupt politicians to write laws, which allow those executives to get away with it. Even on the rare occasions when those corrupt companies are challenged in court, the investors are required to pay the fines whilst the criminal executives get away with out even the slightest tap on the wrist, thanks to the corrupt ties to those lobbyists.

      --
      Chaos - everything, everywhere, everywhen
  4. Re: How dumb you have to be to work at Uber? by Anonymous Coward · · Score: 0

    Equity is the biggest scam there is, it's so easy to weasel out of. I only care about what you can pay me right now, not a bunch of empty promises.

  5. Re:How about this. by Anonymous Coward · · Score: 0

    You want a full time job being a taxi driver, go apply at a taxi company. Want to pick up a few extra bucks taking someone who happens to be going your way, then try Uber.

    Short version: Uber is an extra money deal, not a job.

    You might want to read the article or summary, this isnt about drivers its about developers.

      An Uber employee has filed a lawsuit accusing the company of misleading employees about their equity compensation. Uber "devised a fraudulent scheme to recruit highly sought software engineers," according to the case. From a report on TechCrunch:

  6. Re:How about this. by __aaclcg7560 · · Score: 1

    You might want to read the article or summary, this isnt about drivers its about developers.

    Not sure why developers being thrown under a driver-less car is news. Must be a slow day.

  7. Re:How about this. by Anonymous Coward · · Score: 0

    You might want to read the article or summary, this isnt about drivers its about developers.

    Not sure why developers being thrown under a driver-less car is news. Must be a slow day.

    They let Steve Balmer in for an hour. https://www.youtube.com/watch?v=Vhh_GeBPOhs

  8. Re: How dumb you have to be to work at Uber? by ZipK · · Score: 2, Informative

    Equity is the biggest scam there is

    If you work for someone trustworthy, equity is a gamble that can pay of bigly. Particularly ISOs subject to an 83(b) election.

  9. Hindsight is 20/20 by Ungrounded+Lightning · · Score: 4, Insightful

    You're saying that a company that is infamous for skirting the law and screwing people over is skirting the law and screwing people over?! How unpredictable! ;)

    But were they infamous for that when they were hiring the early-hire developers in question? Or did they only develop the reputation AFTER the developers had built the platform and the executives used it in ways that screwed over the "line workers".

    Hindsight is 20/20. How were the engineers hired to build the infrastructure to know, at the time, that they were going to be shafted in a way even the early-hire shafting executives of most Silicon Valley startups would never dare? This strikes at the fundamental draw for engineer hiring for startups. If it becomes common practice, the startup-driven innovation cycle could collapse. Uber needs a big, public, spanking over this, to nip it in the bud.

    --
    Bantam Dominique roosters crow a four-note song. Once you've heard it as "Happy BIRTHday" you can't NOT hear it that way
    1. Re: Hindsight is 20/20 by Carewolf · · Score: 2

      Yes back then they were illegal in all their markets. They hadn't yet gotten anyone to write special laws for them retroactively legalizing them a few places.

    2. Re:Hindsight is 20/20 by Anonymous Coward · · Score: 0

      The whole premise of the business model is "let's ignore laws".

  10. Whine by Anonymous Coward · · Score: 0

    Well boo-hoo. Dude doesn't want to pay his taxes early. Cry me a river.

  11. Tigers never change stripes by sjbe · · Score: 1

    But were they infamous for that when they were hiring the early-hire developers in question?

    If they are unethical scumbags now they probably were back then too. We just know more about it now.

  12. I don't understand by Anonymous Coward · · Score: 0

    The plaintiff, Lenza McElrath, who was previously a lawyer and is now an engineer at Uber, says that he was under the impression that all his shares could be treated as ISOs, which do not require an upfront tax bill. He said he was later given a notice about a change to the exercisability schedule, that effectively turned most of his shares into NSOs, which are taxed at the time they are exercised.

    I must be misunderstanding something. "Does not require an upfront tax bill", to me, sounds exactly like "taxed at the time they are exercised". Because calling something an "upfront" tax bill, to me sounds like something that would come before exercising those options.

    1. Re:I don't understand by ShanghaiBill · · Score: 4, Informative

      I must be misunderstanding something. "Does not require an upfront tax bill", to me, sounds exactly like "taxed at the time they are exercised".

      You do indeed misunderstand. Let me mansplain it: If you exercise an ISO, you now own the stock, but you don't pay tax until you sell it. So if you hold onto it for at least a year after you exercise it, you can then sell it and only pay tax at the low long-term capital gains rate. An NSO is considered like cash income at the time it is exercised, and is immediately taxable. If you hold onto it, and the stock price declines, you can get royally screwed because you still owe tax at the exercise price, not the sale price. During the dot-com implosion, this bankrupted a lot of ex-tech employees that were slammed with a huge tax bill at the same time they were laid off and holding worthless stock.

      Short answer: ISOs are always better than NSOs.

    2. Re:I don't understand by Anonymous Coward · · Score: 0

      NSO is good if a company is closely held, small amount of angel backing and quickly profitable with real growth (ie. a real company selling something there is a real market for). For your typical silicon valley BS, ISO is better. With Uber priced to perfection way before ever IPO, their developers are screwed and should just leave immediately with NSO.

  13. Ohno tax is due on your million dollar options? by Anonymous Coward · · Score: 0

    White people problems.

  14. Re:How about this. by ShanghaiBill · · Score: 1

    You want a full time job being a taxi driver, go apply at a taxi company.

    At least in America, most taxi drivers are either self-employed or contractors that either own their taxi or lease it on a per-shift basis. Few taxi drivers are W2 employees.

    Uber is an extra money deal, not a job.

    That is true for drivers, most of whom work part-time. But if you read the summary (or even the headline) you will see that this is not about drivers. It is about programmers, who are full time employees.

  15. Re: How dumb you have to be to work at Uber? by Anonymous Coward · · Score: 0

    The lottery is also a gamble that can pay off bigly. But I wouldn't recommend it as a career.

  16. Only guy complaining? by John.Banister · · Score: 1

    TFA makes it sound like this guy made an assumption before he got anything in writing and is suing because the writing didn't match his assumption. If other people also feel they were mislead, it would be interesting to hear about that.

  17. Re: How dumb you have to be to work at Uber? by ZipK · · Score: 1

    The lottery is also a gamble that can pay off bigly. But I wouldn't recommend it as a career.

    I can't influence the outcome of the lottery; but I and my fellow equity-holding colleagues can influence the outcome of our equity, and we are strongly incentivized to do so. Which is a large part of equity's value. It's a calculated risk, and characterizing equity as "the biggest scam there is" is shortsighted and ahistorical.

  18. Re: How dumb you have to be to work at Uber? by Anonymous Coward · · Score: 2, Interesting

    So few software engineers seem to know about early exercise and 83(b) that I have ended up having to make it part of my negotiation demands -- successfully, but it's more painful as the lawyers need to get involved.

    In one case, they insisted I meet with the company's lawyer (from a firm, not on staff) just so the lawyer could tell me about the "risks" of early exercise and 83(b) -- of course with the disclaimer that "we are the companies lawyer, not your lawyer and we recommend you consult a qualified tax attorney and accountant". I assume the intent was to give the company a defense if I later sued them with "I'm just a country programmer, I didn't know anything about those fancy techniques like early exercise and filing my paperwork correctly to take advantage of the 83(b) option so I'm suing you for [additional taxes and penalties I owe because I filed my paperwork with the IRS three days too late and didn't realize it mattered] or [the value of the restricted shares that the company held back and repurchased from me at what I paid because I didn't understand what the repurchase right was in shares I was not yet vested in, I thought I owned them] or (less likely as it's hard to get blood out of a stone) [the amount of tax benefit I would have received, but did not, from being able to write off my investment in the now worthless shares].

    I suppose the lawyer thing was a backlash from all the idiots whining about taxes on their unrealized gains back in the .com bust. (Which amused me -- don't people research anything? That risk wasn't hidden and was well understood.)

  19. Re: How dumb you have to be to work at Uber? by Hognoxious · · Score: 2

    I and my fellow equity-holding colleagues can influence the outcome of our equity

    Have you checked the small print? You might have a lot less influence than you think if you own a different class of shares to the founders, who can issue more whenever they feel like it.

    --
    Confucius say, "Find worm in apple - bad. Find half a worm - worse."