Double Vesting Restricted Stock Units
As far back as I can remember, the end of August has always elicited a sense of dread comparable to what many schoolchildren, and a fair number of adults, experience every Sunday afternoon. In retrospect, I cannot say that...more
The U.S. Treasury finalized regulations (the “Regulations”), providing rules for public companies subject to the 1% excise tax on certain redemptions of their publicly traded stock (the “Stock Repurchase Excise Tax”). The...more
The Federal Trade Commission’s (FTC) ban on noncompetition covenants (“noncompetes”) could significantly impact the design and administration of employee benefits and executive compensation arrangements....more
A common topic of negotiation in M&A transactions is how to treat performance-vesting equity awards for which the relevant performance period is not yet completed as of the closing of the deal. The target company may have...more
Employers who compensate employees through nonqualified stock options or restricted stock units (“RSUs”) should be aware of an upcoming Securities and Exchange Commission (“SEC”) rule change affecting the settlement of...more
Our startup clients are sometimes asked by investors or government agencies to provide their number of authorized and issued shares—the difference between the two isn’t always obvious but is critical to understand....more
When it comes to estate planning, addressing all your assets should be a priority. However, certain assets require greater attention than others. For example, if your assets include unregistered securities, such as restricted...more
For an employee who is a U.S. taxpayer, both the employer and the employee are liable for a portion of Social Security taxes and Medicare taxes (collectively referred to as “FICA” taxes) on the employee’s compensation. ...more
Restricted stock units (RSUs) and other forms of equity-based compensation are creating a stir in the workers’ compensation marketplace, forcing insurance carriers to revisit whether to include them as payroll when...more
A board of directors of a Delaware company may delegate its authority to grant equity awards if certain requirements enumerated in the Delaware General Corporation Law (DGCL) are met. Effective August 1, 2023, updates were...more
With the rise in inflation and downturn in economies, spin-offs have become an increasingly popular method of unlocking shareholder value in a down market. Often, the ability to obtain tax-free treatment in the U.S. for the...more
A potentially overlooked but important issue that public companies should have in mind when granting option or option-like awards is avoiding the unintentional appearance of “spring-loading” and “bullet-dodging,” both of...more
If you’re reading this, chances are this is not the first time you’ve heard of the 83(b) election (and if it is, then definitely keep reading). The “83” in “83(b) election” refers to Section 83 of the Internal Revenue Code,...more
Many people are forming start-up entities, especially in the Boston and Worcester areas, and for some, it becomes a great success story. For others, it does not. As an attorney who assists many start-ups and investors, I see...more
This alert is the third in a three-part Goodwin series regarding double-vest restricted stock unit awards (Double-Vest RSUs). As discussed in Part I and Part II of our series, many mature start-up and other high value pre-IPO...more
This alert is Part II of a three-part Goodwin series on double-vest restricted stock unit awards (Double-Vest RSUs). As discussed in Part I, Double-Vest RSUs are again making headlines, largely as a result of a recent...more
This White Paper highlights some of the principal annual or quarterly reporting requirements for employee stock plans that multinational companies most commonly encounter when offering these programs to their employees in...more
Numerous multinationals allow their employees globally to elect whether to take their equity award grants as stock options and/or restricted stock units (RSUs). These “choice programs” provide employees with autonomy in their...more
On October 26, 2022, the Securities and Exchange Commission (SEC) adopted rules directing the national securities exchanges to create listing standards requiring listed companies to develop and implement policies that...more
As an emerging or startup technology company seeking funding, your focus is likely on your product - it is the core of your business. That being said, how you protect your technology and set up the company that owns it can be...more
Most of us think of an underwriter as a brokerage company that helps an issuer with their initial public offering (IPO). Underwriters use their knowledge of the securities market to structure, price, and sell the securities....more
Two California statutes require that restrictions on transfer be included on share certificates. Section 8204 of the Commercial Code provides that "[a] restriction on transfer of a security . . . is ineffective against a...more
Cash-strapped startup companies often find themselves looking for creative ways to engage and retain qualified people. One common way is to offer different types of equity compensation. ...more
On June 9, 2022, the staff (“Staff”) of the US Securities and Exchange Commission (“SEC”) added Question 101.01 to its Compliance and Disclosure Interpretations (“C&DI”), addressing forward contracts on restricted securities....more
Start-up and early stage companies commonly offer equity compensation to attract talent, encourage employee retention, and align company and employee interests on business objectives. There are several different types of equity...more