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Open-Cap-Table-Coalition / Open-Cap-Format-OCF

Open Cap Format (OCF) - The Open Source Company Capitalization Data Standard. OCF can be used to structure and track the complex data structures necessary to build and maintain accurate capitalization (cap) tables.
https://opencaptablecoalition.com
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[Enhancement]: Create Issues for Any Necessary Changes to Support OCX #507

Open JSv4 opened 2 months ago

JSv4 commented 2 months ago

Description of Enhancement :

We need to ensure the changes in OCX Full Cap v.0.8 (July 2024).xlsx are feasible in OCF.

Why is this Needed?

Need to ensure that OCF And OCX can be easily converted and all required data exists within OCF.

Anything else we need to know?

See attached file

JSv4 commented 1 month ago

Notes:

JSv4 commented 2 weeks ago

Here's a proper diff view:

LC_Redline - OCX Full Cap v.0.7 (DBIE 02.28.2024) and Copy of OCX Full Cap v.0.8 (July 2024).xlsx

JSv4 commented 2 weeks ago

Couple things I'm seeing:

  1. SAFEs are tracking "Side Letter or Other Rights (T/F)" - we don't track this and not sure we can.
  2. LEGENDS - we do have legends, but we need to make sure they can be applied to SAFEs. What exactly is the legend being used for here - is this what should go on any resulting shares? This we don't capture.
  3. ISO/NSO splits are a known issue
  4. For EquityCompensation, there are separate columns for cancellation, repurchase and forfeiture. We have a cancellation event, which has a reason.
    1. Is that sufficient for cancellation and forfeiture? How are forefeiture and cancellation distinct? Do we need an event there?
    2. We don't formally track expiration BUT we do track the expiration date. So you can calculate expiration but it's not in the event log. Issue?
    3. What is repurchase in this context? Is this for RSU or something that's not an ISO/NSO? If so, we need to make this clearer and may need another event here.
  5. We don't track service provider terminations (and probably won't?)
  6. We don't track whether shares are certificated
  7. We need to better document lifecycle events per #513 , particularly for various flavors of EquityCompensation (+RSA, which is modelled as stock)
JSv4 commented 2 weeks ago

For SAFE Sideletter tracking, we're going to propose saving that for future version of OCX. May be other ways to support this. T/F is hard for something that's not crystal clear.

JSv4 commented 2 weeks ago

We need to get some more clarity on the purpose of legends on SAFEs.

JSv4 commented 2 weeks ago

For Options:

  1. What are we supporting in the "type" column. Is that supported by ISO, NSO and International?
  2. ISO Eligibility - we support ISOs and NSOs, but ISO is really ISO eligible. So we do support the right enums but the nomenclature (and documentation) may have to change.
  3. Repurchase - this is meant for RSAs. We do have the ability to repurchase RSA.
  4. Expiration - we support tracking expiration date at issuance.
  5. Forfeiture vs expiration vs cancellation - we need a little more clarity here on what this looks like. This may be in the feedback tracker.
jacobyavis commented 2 weeks ago

Attaching the Notes spreadsheet from the OCX 1.0 review sessions this Spring OCT - OCX comments May-July 2024.xlsx

JSv4 commented 1 week ago

We need to get some more clarity on the purpose of legends on SAFEs.

Thinking we'll leave it as optional and have a default as "UNKNOWN". "Any legal document that modifies the rights in the agreement that does not apply to all investors in the relevant transaction / financing."

JSv4 commented 1 week ago

We need to get some more clarity on the purpose of legends on SAFEs.

Want the legends that are actually on the SAFE.

JSv4 commented 1 week ago

For Options:

  1. What are we supporting in the "type" column. Is that supported by ISO, NSO and International?
RSU vs Option vs RSA (not paying purchase price) vs RSPA (paying purchase price under plan)
  1. ISO Eligibility - we support ISOs and NSOs, but ISO is really ISO eligible. So we do support the right enums but the nomenclature (and documentation) may have to change.

There may be situations where you don't have this for EVERYONE. So let's use an " Boolean"

  1. Repurchase - this is meant for RSAs. We do have the ability to repurchase RSPA.

RSPA would be the only thing we can repurchase. RSA would be a forfeiture. If we

  1. Expiration - we support tracking expiration date at issuance.

  2. Forfeiture vs expiration vs cancellation - we need a little more clarity here on what this looks like. This may be in the feedback tracker.

RSPA - you are paying cash or consideration. Company can repurchase. Usually price per share. Repurchase for value. Shares go back to the plan and vested shares remain as shares to the individual. Affirmative action may need to be taken (unclear in some.

RSA - no repurchase function because the shares are issued for services rendered. Can't pay back for that so the language says if you terminate the shares, they are forfeited and vested shares remain. No action taken upon termination.

For options you have cancellation for unvested portions.

RSUs you have forfeiture as well because they are never purchased.

jacobyavis commented 1 week ago

Update: the Shareworks team spent an hour reviewing the Comments/Notes Speadsheet attached in my previous comment.

We started with the "By topic" sheet of that file, and got the first 32 rows of the sheet covered. The following issues resulted from this:

526

527

528

529

We are scheduling another session to continue this effort within the next 7 days.