1. ESOPs make employees millionaires in Silicon Valley, but why they don’t work in India

ESOPs make employees millionaires in Silicon Valley, but why they don’t work in India

The Indian startup pioneered electronic payments in the country and won the financial backing of high-profile investors like Goldman Sachs Group Inc. and ICICI Bank Ltd.

By: | Published: February 14, 2018 2:31 PM
While Silicon Valley companies like Facebook Inc. and Google have created thousands of millionaires through stock option program. (Image: Reuters)

A few years ago, TechProcess Payment Services looked like a promising destination for ambitious young tech workers. The Indian startup pioneered electronic payments in the country and won the financial backing of high-profile investors like Goldman Sachs Group Inc. and ICICI Bank Ltd. But now former employees are suing Mumbai-based TechProcess, alleging they’ve been wrongfully deprived of gains on their stock options. The move by Deepak Mishra, Kunal Nagarkatti and fifteen others is extremely rare in India. It also shines a spotlight on what many say is systematic abuse by startups of options that have been used in Silicon Valley and beyond to compensate rank-and-file employees.

The workers say TechProcess and France-based acquirer Ingenico Group SA offered them 13 rupees per vested share while it paid an estimated 202 rupees a share to investors. The offer amounts to an attempt “to terminate the employee stock option (ESOP) scheme unilaterally,” according to the suit. In a separate case, Bikramjit Sen, the startup’s former chief executive officer also challenged the termination of the stock option plan. TechProcess said it wouldn’t comment on any court proceedings. The workers declined to comment beyond the court documents.

While Silicon Valley companies like Facebook Inc. and Google have created thousands of millionaires through stock option programs, the same financial instruments are producing misery in India. Despite a surge in the number of startups, few workers have benefited from options. Many companies don’t pay out to employees because they struggle financially; just as often, founders fumble their employee stock option programs or refuse to deliver on promises of equity while workers don’t get the bonanza they expected.

“People jokingly refer to stock options as ESOP’s fables,” said Sanjay Swamy, managing partner at the Bangalore-based Prime Venture Partners, which has invested in 17 technology startups. If founders get more attuned to sharing wealth, stock options can be the ideal long-term compensation for startup workers, he said.

India is in the midst of a historic tech boom, with a fifth of its more than 5,000 startups spawned last year. There’s been an unprecedented number of mega fundraisings, including a record $2.5 billion investment in e-commerce provider Flipkart Online Services Pvt. But beyond founders, few employees have profited from the boom. Tech companies like Infosys Ltd. founded decades ago rewarded employees with options, but the lack of recent successes means there may not be a new generation of wealth to fund more startups like in the Valley.

One reason is a dearth of big-money initial public offerings or buyouts that give lucrative paydays to everyone from venture backers to the rank-and-file. Another reason is that startup stock option programs are so new in the country that many are poorly designed and others fail to deliver because of technicalities or deceit. Lawsuits, like the one against TechProcess, may provide a more reliable legal framework for determining the obligations of startups.

“We represent a few talented but distraught early-stage employees,” said Varsha Iyengar, a partner at Bangalore-based legal firm Arka Law who sees startup workers beginning to explore legal remedies. “Distress calls from those who’ve been scammed are on the rise.”

Options were used as financial instruments as far back as Ancient Greece, but they came into their own in Silicon Valley as a way to recruit and retain talented employees. New hires typically get options that are priced at a company’s current valuation and vest over several years. If startups go public or get acquired, employees can land instant riches. Dreams of lottery-like paydays — Google’s first masseuse became a millionaire — fuel the California culture of risk and ambition.

In India, it’s pretty much the opposite. In recent years, workers have had so many problems they’re becoming discouraged from taking chances. Families dissuade youngsters from joining startups; in a country where arranged marriages are still common, workers at small tech firms are often seen as unsuitable partners.

One early example came in 2013 when a travel startup called redBus was acquired by Naspers-owned Ibibo Group for about $135 million. The founders and investors were compensated right away for their equity in the company, but most employees got no immediate reward. After consultation with the lawyers, workers found out the sale wouldn’t trigger accelerated vesting of their options as they expected, and instead, their options would be folded into the acquirer’s option program. Heated arguments broke out. Many employees quit, including the chief technology and chief operating officers.

In 2016, a spat over stock options got so rough it shut down the startup QikPod, an online service for e-commerce. Neeraj Ray, a senior executive, convinced a court to suspend the company’s operations, alleging he didn’t get the equity that founder Ravi Gururaj had promised him. Gururaj, a high-profile entrepreneur and co-founder of Harvard Angels India, countered the allegations were “false and frivolous” and got the court to remove the suspension. Ray told Bloomberg the “matter has been amicably settled” outside the court.

There are growing concerns the option troubles will hurt India’s fledgling startup scene. Entrepreneurs find it harder to attract talent because workers have heard the horror stories and, unlike in the U.S., almost nobody knows anyone who’s made money off stock options. “ESOPs are a complete mess in India,” said Krithika Dutta, legal counsel for an online funding platform for startups.

Still the legal fight by former TechProcess employees may clarify the rules for other workers. The company said the case will have “no impact” on the acquisition, but the group of 17 former workers is asking the court to put a halt to the purchase.

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