They&#x27;re not separate. The valuation of a thing is dependent on how much money the owners of that thing are willing to accept for it. The common stock holders&#x27; interests were poorly represented in the price negotiation. The decision to structure stock ownership in that way is, again, entirely the company&#x27;s, not the tax system&#x27;s.<p>Sure, employees share some responsibility for accepting compensation that includes stock which can be sold on your behalf without your having any say in the price you&#x27;re willing to take... but companies choose to offer comp packages which include that kind of stock precisely because it&#x27;s hard for employees to value, and it&#x27;s easy for employees to overvalue.