News & Analysis as of

IRS Simplifies Section 83(b) Election Process

Under Section 83(b) of the Internal Revenue Code ("Section 83(b)"), a taxpayer who receives certain property subject to vesting as compensation for services (for example, a restricted stock award granted by the taxpayer's...more

Equity compensation trend: extending the time to exercise vested stock options

A number of high-profile technology companies recently adjusted their equity compensation programs in a manner they hope will help attract employee talent by providing an extended period to exercise vested stock options after...more

A New Landscape - Compliance clarifications and planning opportunities for governmental and tax-exempt employers sponsoring...

On June 22, 2016, the Internal Revenue Service (IRS) published its long-awaited proposed regulations (the Proposed Regulations) under Section 457(f) of the Internal Revenue Code (the Code). Section 457(f) governs the taxation...more

Proposed Treasury Regulations Provide Additional Flexibility, Clarity and Planning Opportunities to Sponsors of Deferred...

The IRS recently issued proposed regulations under Internal Revenue Code Section 457 that address, among other things, the interplay between Code Section 457(f) and Code Section 409A. Additionally, the IRS issued clarifying...more

Good News! New 409A Regulations (Yes, Really!) – Part 5: If it Ain’t Broke, Don’t Fix It (and Other Minor Changes)

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

Brazil tax court decision on withholding of individual income tax on employee stock options: key takeaways for companies

A recent decision by the Brazilian Federal Administrative Tax Court (CARF) partially settles the debate between Brazilian tax authorities and companies regarding the treatment of employee stock options for purposes of...more

Top 10 rules for compliant non-qualified deferred compensation

By Lori Jones Internal Revenue Code Section 409A regulates nonqualified deferred compensation (NQDC) plans and arrangements, which are commonly used to provide supplemental compensation to key executives. Complying with...more

Good News! New 409A Regulations (Yes, Really!) – Part 4: Getting Paid

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

IRS Issues Proposed Regulations Affecting Deferred Compensation Plans of Tax-Exempt Organizations

On June 21, 2016, after more than 15 years of ongoing deliberations, the U.S. Department of the Treasury (the Dept. of Treasury) issued proposed regulations under Section 457 of the Internal Revenue Code of 1986 (the Code),...more

IRS Proposes Modifications to Proposed Income Inclusion Regulations under Section 409A

In general, proposed rulemaking issued in December 2008 with respect to income inclusion under Section 409A of the Internal Revenue Code of 1986, as amended (available here) provides that if there is a Section 409A violation...more

Anatomy of a Term Sheet: Series A Financing (Q2 2016)

A key milestone in the lifecycle of many successful companies (and, admittedly, many unsuccessful companies) is obtaining financing from angel or venture capital investors, but in negotiating with experienced investors...more

Employee Benefits: IRS Clarifies and Modifies Code Section 409A Guidance (7/16)

The Internal Revenue Service ("IRS") recently proposed new regulations that are intended to clarify and modify existing IRS guidance regarding the application of Internal Revenue Code section 409A ("Section 409A") to various...more

The Impact of Recently Proposed Regulations on Ineligible Nonqualified Plans Under Internal Revenue Code § 457(f)

The Treasury Department and the Internal Revenue Service recently issued comprehensive proposed regulations governing nonqualified plans subject to tax under Internal Revenue Code § 457. Code § 457 prescribes the tax rules...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

"Executive Compensation and Benefits Alert: IRS Issues New Section 409A Guidance"

In an unexpected development, on June 21, 2016, the IRS issued proposed regulations that clarify and modify the final regulations issued in 2007 and the proposed income inclusion regulations issued in 2008. In many cases,...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

IRS Issues Regulations Affecting Compensation Arrangements at Tax-Exempt Organizations

On June 21, the IRS issued long awaited proposed regulations under Section 457 of the Internal Revenue Code that affect a broad range of compensation arrangements at tax exempt organizations. If a compensation arrangement is...more

TSX Proposes Mandated Website and Updated Equity Compensation Plan Disclosure Requirements

The Toronto Stock Exchange (TSX) has published for comment proposed amendments to the TSX Company Manual (Manual). If adopted, the amendments would, among other things, introduce mandated website disclosure for all TSX listed...more

Three Key Words for New Startups: Document, Document, Document

When you are starting a company, the last thing you want to think about is paperwork, particularly dense legal agreements between your other cofounder(s) and your new company. But as burdensome as it can seem now to properly...more

Delaware Law Updates - Demand Refused Rule 23.1 Explained by the Delaware Court of Chancery

In a recent decision out of the Delaware Court of Chancery – Friedman v. Maffei et al., C.A. No. 111105-VCMR – the court’s second-newest member, Vice Chancellor Montgomery-Reeves, dismissed a proposed derivative complaint on...more

Federal Regulator Issues Proposed Rule Aimed at Incentive Compensation Policies of Banking Organizations

On April 21, 2016, the National Credit Union Administration (collectively, with the Office of the Comptroller of the Currency, Treasury, Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation,...more

Revised Rules on Dodd-Frank Incentive Compensation Requirements for Financial Institutions Proposed

If adopted, the Proposed Rule would have a significant impact on compensation practices at covered institutions. On April 21, 2016, the National Credit Union Administration (the NCUA) issued a proposed rule regarding...more

Surviving the Strife: How Start-Up Founders Can Ensure That Inevitable Friction and Departures Won't Sink the Company

History is all too often repeated when start-up founders fail to plan for when (not if) they don’t see eye-to-eye. Relationship breakdowns and messy founder departures are common root causes of start-up failures. Common...more

Keeping Your (Top) Hat On

“Top hat” plans are plans employers maintain for a “select group of management or highly compensated employees.” These plans are exempt from many of ERISA’s protections, including eligibility, vesting, fiduciary...more

What Constitutes “Reasonable Efforts” to Inform Plan Participants of Plan Amendments, Which Include a Forum Selection Clause?

You know that many Plans have forum selection clauses. Are they enforceable? YES When a Plan participant claims they “did not know of a plan amendment,” how do you prove the Participant received notice of the...more

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