Facebook, Zynga Impose Fees on Private Sales of Shares
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Employees with private company shares have very few actual rights; this is almost part of what defines "private companies".
It's not a stupid question. There are a lot of misconceptions about employee startup stock; it is, to an extent greater than commonly imagined, really just a glorified profit sharing plan.
The reason for this is that your (hypothetical) company isn't trying to create a broad market of investors in its equity. Rather, it's trying to express an incentive that allows employees to share in the upside of a liquidity event at the company.
This issue is distinct from vesting. Even after you've vested, the company is unwilling to yield control of who owns its shares. The company is fine with you parting ways and retaining your upside interest (in fact, it's happy you did!), but not fine with you selling the package that gives you that interest.
For obvious reasons, the story is totally different at public companies.
Startup employees shouldn't be joining companies in the expectation of being able to sell private shares.
First, there are almost certainly restrictions on Facebook employee stock. I don't know what they are, because I don't work at Facebook, but the boilerplate employee stock contract restricts sale entirely (or gives the company first refusal on sales at a minimal static valuation); anything employees are allowed to do with Facebook stock constitutes something Facebook went out of its way to allow.
Secondly, my point isn't about Facebook. I'm responding to Alain, who indicates that this is the start of a worryingly anti-startup-employee trend. But it isn't. Virtually the entire marketplace of startup employees works for companies with far more restrictive policies. You simply cannot normally sell your (private company) employee stock. The companies you're hearing about that do allow it are --- not too much of an exaggeration --- epsilon from IPO already.
If you go by currently admitted practices, then it's completely fine. But if you raise your standards to figuring out what the future should look like, I'm hoping that 10 years from now, people will wonder why such restrictions were ever in place. Because really, why, at a fundamental level, can't an employee who has vested some shares, not sell them?
If I told you that you couldn't spend the cash salary I'm giving you, you'd think I'm crazy. So, if the employee has earned the stock, why is it restricted? I understand the nitty-gritty SEC issues, but fundamentally... why not?
That's because we're talking about closely held private companies. There is more to being a private company than simply not having public shares; in particular, private companies are typically very careful about who they permit to hold equity, because:
* Company shareholders can more easily sue the company
* Shareholders may be entitled to information the company doesn't want to disclose (the big one being: revenue)
* Shareholders may have enough control rights to foul up investment and M&A activities, which competitors and bad actors might want to exploit.
I'm sure there are other reasons too.
Long story short: even if there were no SEC regulations, it doesn't seem likely that everyone's employee stock would suddenly become transferable. Employee stock isn't transferable because companies don't want it to be; they use options to express "incentive interest in a future liquidity event of the company", not to distribute ownership of the company to the broader market.
Envision any legal future you want, and companies will still find a way to express that employees should share the upside of an acquisition, but cannot distribute company equity to outsiders.
Can I just say, real quick: for all I know, there's a trend in the valley right now towards giving employees unrestricted common stock on exercise of their options. I think this is crazy --- unrestricted stock once allowed me to imperil a deal at a prior employer --- but who knows? All I can say is that every startup I've worked at or known people working at, employee stock was heavily restricted.
I would even argue so far that when a start-up starts participating in those secondary markets it's not a start-up anymore. Your stock can be had by almost anyone (with at least $1000000 that is) without much due diligence etc.