General Business Securities Tax

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Franchising and Liability Under the FCPA

I am often asked about franchisor liability under the Foreign Corrupt Practices Act (FCPA). Franchising has been a successful model in the US and now many corporations are looking at overseas expansion opportunities....more

Alert: Reminder Alert: Incentive Stock Options and Employee Stock Purchase Plans—IRS Information Statements and Information...

This Alert serves as a reminder of certain year-end reporting requirements imposed under Section 6039 of the Internal Revenue Code of 1986, as amended, with respect to incentive stock option exercises and transfers of stock...more

Important Deadlines and Reminders for Investment Advisers, Exempt Reporting Advisers, Commodity Trading Advisors and Commodity...

Investment Advisers - Annual Compliance Reviews: All investment advisers registered with the Securities and Exchange Commission (“SEC”) are required to review their compliance policies and procedures at least...more

ISO and ESPP Annual Reporting Deadlines Are Approaching

As a reminder, annual deadlines are approaching for certain reporting and filing requirements in connection with incentive stock option (ISO) exercises and employee stock purchase plan (ESPP) transfers that occurred in 2014....more

Employee Share Schemes: ED

The Government has released the Exposure Draft for the proposed changes to the taxation of employee share and option plans (ESOPs). The Exposure Draft generally follows the Government’s announcement on 14 October 2014, but...more

IRS Filing and Reporting Requirements for ISO Exercises and ESPP Stock Transfers

This Client Alert is intended to remind you of certain year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to stock issued to employees (or former...more

Annual Notices for ISOs and ESPPs due February 2, 2015

Companies that grant incentive stock options (ISOs) are required to provide notices to current and former employees who exercised ISOs during the preceding calendar year. Similar notices must be given to current and former...more

Employers: 2015 deadlines approach to furnish incentive stock option and employee stock purchase plan information statements and...

Section 6039 of the Internal Revenue Code requires a corporation to furnish a written statement to any employee or former employee who either (i) exercised an incentive stock option within the meaning of Section 422 of the...more

ISS Issues FAQs on Equity Plan Scorecard

As reported in my October 24, 2014 post, Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, has adopted a new “scorecard” approach to evaluating public company equity compensation plans.  In a...more

Reminder to Perform Annual ISO/ESPP Reporting in January 2015

As discussed in our December 16, 2010 blog article, the IRS issued final regulations in 2009 under Section 6039 of the Internal Revenue Code (the “Code”) that require Employers to annually furnish each employee who exercised...more

Sol-Wind’s IPO Compared to YieldCos & Structures of Other MLPs

Yesterday, Sol-Wind filed its S-1 with the Securities & Exchange Commission for its listing on the NYSE. Its ticker symbol will be SLWD. Here is a link to my structure diagrams for Sol-Wind and comparisons of it to a...more

Tax Law Extension Good News for Non-corporate Investors

Congress once again temporarily extends the 100 percent capital gains exclusion on “qualified small business stock.” On December 19, 2014, President Obama signed the Tax Increase Prevention Act of 2014 (the 2014 TIPA)...more

Corporate & Tax E-Note - December 2014

In this issue: - SEC Crowdfunding Rules Delayed Until October 2015 - Mega M&A Experiencing One of Biggest Booms in History - Some Small Business Owners Say Tax Break Extension Not Enough - 2014...more

The Financial Report - Volume 3, No. 22 • December 11, 2014 (Global)

Discussion and Analysis - Earlier this week, The Wall Street Journal published a special Journal Report entitled “CEO Council.” The tag line for the report ominously states: “At the annual meeting of The Wall Street...more

Seed Capital reVIEW—2nd Half of 2014

Welcome to the second edition of Seed Capital review, written by members of the entrepreneurial Services Group at Gray Plant Mooty. as with our prior report, this version analyzes seed and angel capital financings by...more

"UK Government Announces New 25 Percent Diverted Profits Tax"

On Wednesday, the U.K. Government released draft legislation to be effective on 1 April 2015, which will impose a “diverted profits tax” (DPT) at 25 percent of the amount of profits deemed to have been diverted from the U.K....more

Draft Finance Bill 2015: Key Implications for U.K.-Based Alternative Asset Managers and Their Funds

Following not quite so hotly on the heels of the Autumn Statement as some would like, the U.K. government has now published draft legislation for inclusion in next year’s Finance Bill. ...more

Bank, CFO Settle Accounting Charges with SEC

The SEC filed settled accounting actions with a financial institution and its CFO, keyed to a restatement. The accounting issue focused on deferred tax assets and the failure to have the related reserve. In the Matter of...more

Autumn Statement 2014

On December 3, 2014, George Osborne delivered his Autumn Statement. Traditionally, the purpose of this has been to update economic projections and department spending allocation, but increasingly it includes statements...more

2014 Proskauer Hedge Funds and Other Private Funds Annual Review

This year we saw a flurry of regulatory activity targeting investment advisers and hedge funds, private equity funds and other private funds (collectively, private funds). The following annual review is a summary of some of...more

Some Welcomed Recognition for Exploration Mining Companies

As market sentiment and investor confidence in Australia's extractive industries remains subdued, recent initiatives from governments and regulators demonstrate, at least, an acknowledgment of the issues faced by mineral...more

2015 Compensation Committee Handbook

Preface - The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. This first edition of the Compensation Committee Handbook from the lawyers of the Executive...more

Tax Court Characterizes Technology Executive’s Merger Proceeds as Ordinary Income

On October 30th, the U.S. Tax Court ruled that a key executive of a technology company acquired by Google for $93 million was required to report a large portion of his merger consideration as ordinary compensation income....more

Clarification on PRC Capital Gains Tax Under the Stock Connect Scheme

The Shanghai-Hong Kong Stock Connect (Stock Connect Scheme) is a pilot programme for establishing mutual stock market access between Mainland China and Hong Kong. For a comprehensive overview and analysis of the unresolved...more

Stock Options for Private Companies: Understanding the Risks, Realizing the Rewards

Executive Brief - • Stock options have been useful components of employee compensation, but new accounting rules adopted in 2005 can have a significant impact on a company’s financial processes and can result in severe...more

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