The most common reason we hear is that they get a “free” 409A as part of the package. Well, as we will discuss, this 409A is not “free”. We see time and again, early-stage startups allocate significant resources to implementing and maintaining a cap table in hopes of a better valuation process. Yet the “free” 409A valuation requires them to provide excessive information, have minimal communication with the provider, and receive a suboptimal outcome with little post-valuation support or recourse. So, if a startup is paying for a cap table system that is unneeded at their current stage, then, they are really paying quite a substantial fee for a subpar 409A. Your time is extremely valuable and is better directed toward building the business, its products, and sourcing new opportunities.
Now, if a time consuming and poorly executed 409A doesn’t sound like a good thing, that’s because it isn’t. A poor outcome on a 409A can lead to tens of thousands of dollars of additional expense for employees, an inability to remain competitive when trying to attract talent, and can lead to unwanted attention during an audit. And in the case of an audit, if you do not select a 409A provider that is willing to support their work, you will be solely tasked with defending a valuation that you likely have very little visibility into. In the end, a “free” 409A can end up costing you significantly more than the money you think you are saving on the engagement.