Ask a Business Lawyer. Get Business Law Questions Answered ASAP.
I will be helping you. Let me review the question
and thew answer is.......
Stock options are NOT are a grant of stock and would not be registered with the SEC. A grant of an option is merely a grant of permission to buy the stock of the company at a certain price in accordance with the stock option purchase agreement. When the option vests you then have a limited window of time to "exercise" the option and buy the stock. My question then is, did you ever exercise the option and actually bought the stock (assuming your options vested)
no, I never exercised the option/bought the stock
there must be a paper trail of some kind, that says so and so has been granted options...by the board vote...blah, blah, blah.
generally the paper trail would be a copy of the stock option purchase agreement and possible some action by the board though many times boards do not authorize individual option grants rather an overall reservation of certain number of options for employees.
If you recall signing the stock option purchase agreement then someone should have a copy. But as I noted the options themselves would still need to be exercised to turn into stock.
I have a copy
the question is
I am not sure I ever could have exercised something that was never approved
if you have a signed agreement by you and the company it is non of your concern whether it was approved or not
therefore, I can reuse the information
from your perspective you have an option agreement to purchase shares. Therefore you should follow the procedures in the agreement and actually exercise the options
as far as whether you can reuse the information and who owns the information. This an entire new question. I will briefly answer that under the work for hire doctrine employers typically own the intellectual property an employee creates in the course of work. There are exceptions to this rule and some qualifications and I would be happy to explore this issue with you under a new question
I am not their employee...never mind
did you also sign an IP assignment agreement?
Intellectual property is what they received
Good. BotXXXXX XXXXXne, if they paid for your IP with options and there is no specific IP assignment agreement that clearly spells the conditions of the transaction then it would anyone's guess as to whether you sold the IP to them or maybe licensed it under some limited terms
BTW, the fact that you never exercised the options does not invalidate the agreement you said. It just means that you may gave forfeited some compensation. Though that would not negate the point I made before about the terms of this transaction being unclear
if this ever goes to court a judge would look into any other evidence that would indicate as to the intent of the parties with respect to the IP. So you should follow the same logic and look to any exchanges you had with them outlining the contemplated usage of the IP and any restrictions that would be place on your usage of the IP
Unfortunately these are not easy legal issues to tackle and do not have magic bullet answers.
DISCLAIMER: Answers from Experts on JustAnswer are not substitutes for the advice of an attorney. JustAnswer is a public forum and questions and responses are not private or confidential or protected by the attorney-client privilege. The Expert above is not your attorney, and the response above is not legal advice. You should not read this response to propose specific action or address specific circumstances, but only to give you a sense of general principles of law that might affect the situation you describe. Application of these general principles to particular circumstances must be done by a lawyer who has spoken with you in confidence, learned all relevant information, and explored various options. Before acting on these general principles, you should hire a lawyer licensed to practice law in the jurisdiction to which your question pertains.
The responses above are from individual Experts, not JustAnswer. The site and services are provided “as is”. To view the verified credential of an Expert, click on the “Verified” symbol in the Expert’s profile. This site is not for emergency questions which should be directed immediately by telephone or in-person to qualified professionals. Please carefully read the Terms of Service (last updated February 8, 2012).