News & Analysis as of

IRS Begins Section 409A Compliance Initiative

The Internal Revenue Service (IRS) is getting ready to ramp up enforcement of Section 409A of the Internal Revenue Code. The federal agency recently announced the launch of a new project to assess the level of taxpayer...more

IRS Issues Revenue Ruling on Applicability of Section 457A to Options and Stock Appreciation Rights

On June 10, 2014, the IRS issued Revenue Ruling 2014-18, which holds that nonqualified stock options, as well as stock-settled stock appreciation rights (SARs), do not constitute nonqualified deferred compensation subject to...more

IRS Ruling Allows Tax-Deferred Stock Rights for Fund Managers

Section 457A of the Internal Revenue Code (the Code) generally restricts the ability of offshore funds and other entities domiciled in tax-indifferent jurisdictions to offer tax-advantaged deferred compensation to U.S....more

Possible Offshore Deferrals for Hedge Fund Managers – IRS Confirms That Certain Stock Options and Stock Appreciation Rights Are...

The Internal Revenue Service (the "IRS") has issued Revenue Ruling 2014-18 (the "Ruling"), which generally confirms that a stock-settled stock option or stock appreciation right that is granted with an exercise/base price of...more

Employers: 2014 Deadlines to Furnish ISO and ESPP Information Statements and Returns

Employers, from startups to public companies, need to be aware of the following requirements and take action by January 31st if they apply. Section 6039 of the Internal Revenue Code requires a corporation to furnish a...more

January 31, 2014 Deadline for Reporting Incentive Stock Option Exercises and Employee Stock Purchase Plan Transfers that Occurred...

As reported in Part 1 of our 2013 End of Year Plan Sponsor “To Do” Lists, Section 6039 of the Internal Revenue Code (the Code) requires employers to provide an information statement to each employee or former employee...more

Employers: 2014 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

Recent Delaware Decision Highlights Importance of Formalities in Issuing Stock and Potential Utility of New Statutory Ratification...

Late last year, Vice Chancellor John Noble of the Delaware Court of Chancery issued a decision in Boris v. Schaheen that highlights the importance of following formalities when issuing stock. The decision found an array of...more

Accidents Happen: Innocent Mistakes By Board May Not Spoil Business Judgment Protection

Recently, the Delaware Court of Chancery in Pfeiffer v. Leedle declined to dismiss a shareholder derivative action against a board for breach of fiduciary duty, where the directors allegedly approved stock options exceeding...more

ISO v. NQSO: The Difference or Lack Thereof

Equity compensation in the form of stock options is a common means of compensating key contributors to a growing business, especially where the cash compensation that these individuals receive is below the market rate for the...more

Recent Developments Affecting Global Stock Plans

As noted in Pillsbury’s May 12, 2011 Advisory, Going Global with US Employee Stock Plans, sponsors of global stock plans must navigate a host of legal and tax regimes to maintain compliance with applicable rules and laws....more

When Does Optionee Have A Legally Binding Right To Shares – Vesting Or Exercise?

Congress enacted Section 409A of the Internal Revenue Code in 2004. Given the statute’s complexity, the expense associated with compliance and its iron-fisted results, I’ve been amazed that there hasn’t been a greater clamor...more

Raising Capital: Considerations for a Stock Offering

Raising capital is like putting gas in your car—it is best to get it before you really need it. The biggest step in raising capital may be the step from “perhaps we should” to “let’s make it happen.” ...more

Foreign Listed Stock Index Futures and Options Approvals

Attached please find the updated Foreign Listed Stock Index Futures and Options Approvals Chart, current as of June 21, 2013. All prior versions are superseded and should be discarded. Please note the following developments...more

Options for Issuing Employee Equity in LLCs

Choosing the best type of entity for a company can be a challenge. C corporations are the norm for most emerging growth businesses, particularly those raising money from investors. However, LLCs are becoming more...more

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