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Which Kind of Valuation Do You Need and When?

Valuation comes up constantly in reference to startups. But it can be confusing because it can actually different meanings and implications depending on the context.


There are several different types of startup valuations:

  • There are the staggering and not necessarily realizable private company valuations that people often hear about;

  • There are public market valuations that reflect what investors believe stocks will be worth in the future; and

  • There are 409A valuations.


Differences Between Public Business Valuations and Private Startup Valuations

Business Valuations: The market price of the company

Startup Valuations: What a private investor is willing to pay

Cash flows (now and in the future)

​The size of the opportunity—as measured by the market growth rate

Asset values (physical and intangible)

Your team’s credentials

Demand from potential buyers

Comparable transactions

​Investor sentiment

​Market sentiment for your sector

​Traction—number of users, repeat visits, subscriptions, and/or other metrics

​Your capital spending plans

​Option pool—the larger it is, the lower your valuation

​Participation preferences on preferred stock


409A Valuations

Some of the same factors that drive other types of valuations also come into play for 409A valuations. But there are also big differences.


409A valuations were introduced as part of the Sarbanes-Oxley legislation that followed the 2008 financial crisis. The government’s goal was to ensure that federal income taxes are paid on stock issued as part of deferred compensation plans.


What impacts a company’s 409A valuation?

  • Company milestones

  • IP

  • The industry’s competitive dynamics

  • Your business partnerships

  • Your capital structure

  • Your management team’s credentials


409A valuations and companies benefit from a “safe harbor” provision that a valuation “reflects the fair market value (FMV) of the stock…” They should be deemed valid if “the valuation is based upon an independent appraisal, … by a qualified individual or individuals…”


In determining FMV, The IRS deems “…relevant factors prescribed for valuations…” such as:

  • fair market value (FMV) — “determined by … a reasonable valuation method.”

  • “…evidenced by a written report that takes into account the relevant factors prescribed for valuations generally under these regulations.”

  • Recent equity sales; i.e., comparables.


The IRS also stipulates that valuations be performed by “a qualified individual” with “significant knowledge and experience or training in performing similar valuations.”


What counts as significant? For the IRS, it means “at least five years of relevant experience.”


Clearly 409A valuations impose high standards—and the average founder is unlikely to have the experience to meet the compliance requirements with help from a third party.


What’s more, if you plan on selling your business or raising funding, your 409a valuation will be scrutinized as part of the due diligence process.