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Washington • Employees at Uber Technologies and other private tech companies are poised to get a lot more out of an expansive highway bill moving through Congress than better roads between San Francisco and Silicon Valley.
An end-of-year ritual is playing out in Washington with lawmakers vying to attach unrelated measures to a big piece of legislation, in this case a plan to spend more than $300 billion to repair the U.S.'s deteriorating roads and bridges. One gift would deregulate trading of private shares, making it easier for workers to sell their stock to wealthy investors, as long as their employers don't block the transactions.
Venture capital firms that fund startups and companies that broker sales of unlisted stock have long sought looser rules. The issue is taking on increased importance as behemoths such as Uber and Airbnb stay private longer, prompting their employees and other shareholders to clamor for ways to turn a portion of their holdings into cash.
"Employees and their spouses may have a view that, 'I'd like to buy a house and I don't want to wait another seven years for" an initial public offering, said Steven Bochner, a partner at law firm Wilson Sonsini Goodrich & Rosati in Palo Alto, California.
To help fast track those high-end purchases - the median home price is $980,000 in cities such as San Jose that make up Silicon Valley - the amendment to the highway bill would eliminate red tape from what's now a cumbersome process.
Securities and Exchange Commission rules require startup employees who convert their options into stock to hang onto the shares for a year and pay taxes on any gains during that 12- month period. To avoid the holding period, potential sellers have to get a legal opinion that shows that they've met certain conditions, including complying with state rules that regulate transactions.
While there's little doubt that workers would relish fewer hurdles, it's less clear that the entrepreneurs who run startups want a more liquid market.
Corporate founders often keep a tight rein on transactions. Uber, for instance, has the power to block employee sales and has done so aggressively.
When a company is new, management wants to ensure that the equity is held by a known and trusted circle. Founders also use the prospect of an IPO at some future date to encourage valued employees to stick around for the windfall. A worker who sells their shares early has less reason to be loyal.
While cutting-edge technology has fueled a boom in Northern California in recent years, how the amendment on share sales got in the House's version of the highway bill is a tale of old- fashioned Washington sausage making.
SecondMarket Solutions Inc. and Nasdaq Inc. aggressively pushed lawmakers to soften rules, according to federal lobbying disclosures. SecondMarket makes money by facilitating trades of stock that can't be bought on public exchanges, while Nasdaq has been looking for ways to solidify its relationships with fast- growing companies that might go public someday. Nasdaq purchased SecondMarket for an undisclosed sum in October.
Uber spokeswoman Kristin Carvell declined to comment on the legislation, while a Nasdaq spokesman had no comment. Bochner, the Wilson Sonsini lawyer, is a member of the advisory council for Nasdaq's private market.
In April, Rep. Patrick McHenry, R-N.C., introduced legislation that would create a new exemption for the sales and bar states from regulating private share transactions.
While the bill passed the full House 404-0 on Oct. 6, there's no companion measure in the Senate. Without a clear sense of when or if the Senate might take it up, House Financial Services Chairman Jeb Hensarling, a Texas Republican, got the legislation attached to the highway bill ahead of a successful Nov. 5 vote.
For the highway bill to become law, the House version now has to be squared with the Senate's and signed by President Barack Obama. There is some urgency, as Congress faces a Nov. 20 deadline before federal authority to fund roads expires.
Signs have emerged in Silicon Valley that legislation easing private share sales can't come fast enough for employees who want to divest at a high price, as some big investors are reconsidering the lofty valuations they once put on tech startups.
Fidelity Investments cut its stake in photo-sharing application Snapchat Inc. by 25 percent in the third quarter to $34.5 million, according to data from Morningstar. Square Inc. disclosed in a regulatory filing last week that it's pursuing an IPO that values the company at $4.2 billion, significantly less than the $6 billion the mobile-payments provider sought in 2014.
If Washington does act on private share sales, don't expect it to democratize trading of Uber in the same way that most everyone can buy Apple Inc. stock. Under McHenry's bill, purchases would be restricted to investors who earn more than $200,000 a year or have a net worth of $1 million.