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BizIPEsq.
BizIPEsq., Attorney
Category: Business Law
Satisfied Customers: 996
Experience:  I am a business attorney. I represent individuals and companies with all business related matters.
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I was (presumably) granted stock options, in exchange for proprietary

Resolved Question:

I was (presumably) granted stock options, in exchange for proprietary information. I am thinking, in one of the filings with the SEC , this options grant would show up somewhere, had it actually been granted. If it was not granted, this information remains my property. Do I have any recourse, in regards XXXXX XXXXX taking the information, which cannot be taken back, while not fulfilling the contract?
Submitted: 1 year ago.
Category: Business Law
Expert:  BizIPEsq. replied 1 year ago.

TheLegalistEsq :

I will be helping you. Let me review the question

Customer:

and thew answer is.......

TheLegalistEsq :

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)

Customer:

no, I never exercised the option/bought the stock

Customer:

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.

TheLegalistEsq :

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.

TheLegalistEsq :

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.

Customer:

I have a copy

Customer:

the question is

Customer:

I am not sure I ever could have exercised something that was never approved

TheLegalistEsq :

if you have a signed agreement by you and the company it is non of your concern whether it was approved or not

Customer:

therefore, I can reuse the information

TheLegalistEsq :

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

TheLegalistEsq :

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

Customer:

I am not their employee...never mind

TheLegalistEsq :

did you also sign an IP assignment agreement?

Customer:

Intellectual property is what they received

Customer:

no

TheLegalistEsq :

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

TheLegalistEsq :

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

TheLegalistEsq :

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

TheLegalistEsq :

Unfortunately these are not easy legal issues to tackle and do not have magic bullet answers.

TheLegalistEsq :

good luck!

BizIPEsq., Attorney
Category: Business Law
Satisfied Customers: 996
Experience: I am a business attorney. I represent individuals and companies with all business related matters.
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