Double Vesting Restricted Stock Units
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
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
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
Equity compensation – which links the self-interests of a company’s service providers with the interests of the company and its investors – is a compelling incentive for start-up companies to attract and motivate employees...more
Business is back . . . Sort of- As the country begins its hoped-for recovery from the disruptive economic effects of the COVID-19 virus – or, more accurately, from the measures implemented by government to contain the...more
In 2015, the stockholders of nominal defendant, Investors Bancorp, Inc. (“Investors Bancorp” or the “Company”), voted to approve an equity incentive plan (“EIP”) adopted by the Company’s board of directors (the “Board”)....more
During this webinar, attorneys Doug Currier and Scott Connolly discussed best practices for putting in place effective executive employment agreements, including inbound agreements and separation agreements. Topics discussed...more
Depending on a tech start-up company’s initial financial condition, many tech start-ups are sometimes not able to pay market rates for talented engineers or computer programmers. Most tech start-up companies usually establish...more
Quick: Does your company have any insiders who either now or in the future may own $90 million or more in company stock? The CEO? The founder? A member of the board? If so, then now is the time for a crash course in the...more
There are a variety of forms that equity compensation can take, but the two most prevalent in the startup environment when the startup is a corporation are restricted stock and stock options. Many new entrepreneurs are...more
This White Paper highlights some recent developments in certain countries relating to employee stock plans offered by multinational companies to employees in such jurisdictions. BELGIUM - New Tax Withholding...more
IRS guidance on new law permitting income tax deferral for private company equity compensation awards provides clarity by introducing more rules. The Section 83(i) deferral opportunity is only available for awards granted...more
The Congressionally-mandated amendment aims to ease the disclosure burdens of private companies that grant compensatory stock to employees. Grants of securities to employees, including stock options, restricted stock and...more
Canadian companies relying on Rule 701 under the Securities Act of 1933 to exempt their U.S. awards of stock options and other types of compensatory equity (such as RSUs and PSUs), need to track on an ongoing basis the amount...more
We are frequently asked to review Canadian companies’ stock option, restricted share unit (RSU), performance share unit (PSU), deferred share unit (DSU), and other stock-based compensation plans for U.S. securities law...more
On Nov. 6, 2017, the Securities and Exchange Commission (the “SEC”) provided guidance on the use of safeguards to protect financial statements and other sensitive information delivered to holders of securities issued under...more
On November 2, 2017, the Committee on Ways and Means of the U.S. House of Representatives released its tax reform bill titled the Tax Cuts and Jobs Act (the “House Bill”). On November 6, 2017, Kevin Brady, Chairman of the...more
A Canadian company (the employer) historically has not issued equity-based awards to employees of its U.S. subsidiaries, but it now is considering doing so. Past posts have addressed potential U.S. income tax pitfalls and the...more
Prior to a recent change, in order for a Section 83(b) election to be effective, the taxpayer had to: - File the Section 83(b) election within 30 days of the receipt of restricted property (typically, restricted stock)...more
In response to the Delaware Chancery Court’s 2012 and 2015 decisions in Seinfeld v. Slager and Calma v. Templeton and Facebook’s 2016 settlement of Espinoza v. Zuckerberg, public companies that are adopting or amending...more
Yesterday, I wrote about my disagreements with the approach to director compensation adopted by the Delaware Court of Chancery in Calma v. Templeton, 114 A.3d 563 (Del. Ch. 2015) and Seinfeld v. Slager, 2012 Del. Ch. LEXIS...more
The Delaware Court of Chancery recently held in Calma v. Templeton that the decision by the Citrix Systems, Inc. board of directors to grant equity compensation to its non-employee directors was subject to the entire fairness...more
Corporate directors routinely make decisions regarding their own compensation. If challenged by stockholders, such decisions are generally reviewed by Delaware courts under the onerous "entire fairness" standard, which...more
On April 30, 2015, the Court of Chancery of the State of Delaware rendered an important case decision in a procedural matter dealing with the equity compensation of non-employee members of a company’s board of directors (see...more
In Valma v. Templeton et al, the Delaware Court of Chancery held that grants of restricted stock units, or RSUs, to directors of Citrix Systems, Inc. were subject to an entire fairness standard of review. The court found...more