Stock Options

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Good News! New 409A Regulations (Yes, Really!) – Part 2: Taking (and Giving) Stock

On the TV show Futurama, the aged proprietor of the delivery company Planet Express, Professor Hubert J. Farnsworth, had a habit of entering a room where the other characters were gathered and sharing his trademark line,...more

Proposed Section 409A Regulations Facilitate Common Pay Practices

The Internal Revenue Service (IRS) has proposed a number of updates to current regulations governing nonqualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended. The proposed updates...more

Deferred No Longer: Treasury and IRS Issue Long-Awaited 409A Guidance

On June 21, the Treasury Department and the Internal Revenue Service (IRS) issued proposed Internal Revenue Code (Code) section 409A regulations, modifying existing proposed and final section 409A regulations regarding...more

Employee Benefits Advisory: New Proposed 409A Regulations May Impact Nonqualified Deferred Compensation Arrangements

On June 21, 2016, the IRS issued proposed 409A regulations intended to (a) clarify certain provisions of the final 409A regulations that were published in 2008, (b) withdraw and replace provisions in those earlier regulations...more

Proposed Section 409A Deferred Compensation Regulations Offer Helpful Clarifications of Current Rules

Treasury Department and IRS issue proposed regulations to address certain specific provisions of the existing Section 409A regulations. On June 21, 2016, the Department of the Treasury and the Internal Revenue Service...more

IRS Releases Proposed Section 409A Regulations

The Treasury Department last week issued proposed regulations to supplement the existing guidance on the application of Section 409A of the Internal Revenue Code to nonqualified deferred compensation arrangements. ...more

Modifications to Code Section 409A Regulations

On June 22, 2016, the Internal Revenue Service published proposed regulations under Internal Revenue Code Section 409A, which applies to non-qualified deferred compensation plans and arrangements. The proposed regulations are...more

Contractual Close-Out Netting Ineffective in the Event of Insolvency

In a decision of 9 June 2016, the German Federal Court of Justice (Bundesgerichtshof, "BGH") has ruled that the determination of the close-out amount in a netting provision based on the German Master Agreement for Financial...more

Blog: CDX Holdings Decision Spotlights the Treatment of Stock Options in a Merger

The treatment of outstanding stock options and other equity compensation awards is often a key element of a sale transaction. Because stock options can represent considerable value, how they are treated can have a...more

CDX Holdings, Inc. v. Fox: Chancery Court’s Decision Is Affirmed, But Dissent Blasts Use of “Hindsight Bias” Analysis

On June 6, 2016, the Supreme Court of Delaware affirmed a decision of the Chancery Court finding that corporate directors and officers involved in a sales transaction breached a contract with option holders to fairly value...more

Corporate and Financial Weekly Digest - Volume XI, Issue 19

SEC/CORPORATE - SEC Approves PCAOB Rules Requiring Disclosure of Audit Participants - On May 9, the Securities and Exchange Commission adopted the proposed new rules and related amendments to auditing standards...more

Carried Interest: Belgian Ruling Commission Confirms Application Of Stock Option Law

The Belgian Stock Option Law sets out the tax treatment of stock options, thereby eliminating the uncertainty as to the taxable value of the stock options. In the past, the Belgian Ruling Commission has been reluctant to...more

The HSR Act and You: Failing to Report Executives' Stock Purchases and Option Exercises is No Joke

THE RULE TO REMEMBER… Whenever an individual exercises stock options, receives restricted stock awards, or even makes an open market purchase, there may be an attendant requirement to file an individual Hart-Scott-Rodino...more

Employee Separation Agreements – A Refresher, Part Three

My first two posts on this topic have discussed provisions that must – under federal law, specifically the Older Workers Benefit Protection Act – be included in employee separation agreements if the employee’s release of...more

Corporation Owes No Duty To Warn Former Director Of Impending Option Expiration

Does a corporation commit constructive fraud if it fails to warn a former director of the impending expiration of a stock option? That was one question decided earlier this month by Judge Jennifer A. Dorsey in Nelson v....more

You Sold Your Startup (and Maybe Your Soul): How to Leave Your Company

A few years ago, a client sold his small startup company to a competitor. In return, the acquiring company gave him some cash, stock options, and an executive-level job. After faithfully serving his new corporate overlord for...more

Legal Trends: Pensions & Employee Benefits

The newly elected federal Liberal government is committed to exploring enhancements to the Canada Pension Plan (CPP). At the same time, the Government of Ontario is progressing with the implementation of the Ontario...more

White & Case ECB News – Issue 2, 2015: 60 seconds around the globe – ECB News Issue 2, 2015

China - Changes to Employee contribution rates for work related injury insurance and maternity insurance - As of 1 October 2015, employer contribution rates for injury-at-work insurance and maternity insurance have...more

Equity Incentives – Founders’ (Legal) Checklist, Continued

Equity incentives are fairly intuitive: team members get equity in the company (or options to buy equity) on the assumption that its value will increase over time and that equity is frequently subject to future vesting to...more

FINRA Issues Guidance on Best Execution Obligations in Equity, Options and Fixed Income Markets

In light of the increasing use of automated markets for equity securities and standardized options, and recent advances in trading technology and communications in the fixed income markets, the Financial Industry Regulatory...more

Stockholder activism disclosure tips: deciphering increasingly complicated timing and ownership positions

Peeling away the various arguments of stockholder activists and their often larger-than-life personas - and occasional multi-hour conference calls - lays bare the gritty details of the ways stockholder activists actually take...more

A Hollow Nickel, Hollywood And Texas Gulf Sulphur

If you’ve taken a course in securities law, you’ve undoubtedly heard of, and I hope have read, SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 (2d Cir.), cert. denied, 394 U.S. 976 (1968). That case is famous for the Second...more

New Law Attempts To Clarify Legal Status Of LLC Employee Membership Purchase And Option Plans

California Labor Code Section 407 may be a bit of a surprise to many lawyers both in and outside of the state.  It provides: Investments and the sale of stock or an interest in a business in connection with the securing of a...more

Protecting Company Relationships and Information Upon an Employee Departure

Learn how your company can prepare to act quickly and strategically to protect important relationships, information and trade secrets at the time that a key employee leaves. This webinar will review the latest developments in...more

Ruling on UK Executive’s Lawsuit Involving U.S.-Based Stock Option Plan

English executives employed by multinational companies often have a contract of employment with the company’s UK subsidiary, but may also participate in a separate bonus or share option plan that contains foreign (e.g., U.S.)...more

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