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
11/1/2022
/ Clawbacks ,
Compliance ,
Enforcement ,
Executive Compensation ,
Financial Statements ,
Form 10-K ,
Incentive Compensation ,
New Rules ,
Regulation S-K ,
Reporting Requirements ,
Restricted Stocks ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Prices ,
Tax Code
1. What is the Pay Versus Performance Rule?
See our Fenwick alert for a high-level overview of the Pay Versus Performance (PvP) Rule. See also the SEC fact sheet and adopting release. Briefly, the PvP Rule adds a new Item...more
As private companies seek to stay private longer, many try to offer interim liquidity opportunities to their employees. These opportunities include secondary sales, where employees sell their common shares to investors, often...more
10/14/2019
/ Appraisers ,
Capital Gains ,
Corporate Taxes ,
Executive Compensation ,
Fair Market Value ,
Investors ,
Preferred Stock Financing ,
Private Equity ,
Risk Mitigation ,
Secondary Markets ,
Section 409A ,
Withholding Tax
The Tax Cuts and Jobs Act was passed by both chambers of Congress on Wednesday, December 20, 2017, and will be sent to the President’s desk for final signature. The Fenwick & West team will provide a more detailed analysis in...more
12/21/2017
/ Alternative Minimum Tax ,
Deferred Compensation ,
Employee Benefits ,
Equity Compensation ,
Executive Compensation ,
Pending Legislation ,
Section 162(m) ,
Stock Options ,
Tax Deferral ,
Tax Reform ,
Trump Administration
Paving the way for a net-win for technology companies, Senate Finance Committee Chairman Orrin Hatch (R-Utah) released a modified chairman’s mark to the Tax Cuts and Jobs Act that brings treatment of equity and...more
11/17/2017
/ Alternative Minimum Tax ,
Compensation & Benefits ,
Corporate Taxes ,
Deferred Compensation ,
Executive Compensation ,
Income Taxes ,
Legislative Agendas ,
Proposed Legislation ,
Section 162(m) ,
Startups ,
Stock Options ,
Tax Deductions ,
Tax Rates ,
Tax Reform ,
Technology Sector ,
Trump Administration
The Joint Committee on Taxation released a description of the Senate Chairman’s Mark to the proposed Tax Cuts and Jobs Act on November 9, 2017, reintroducing adverse equity and performance-based compensation tax provisions...more
11/13/2017
/ Compensation & Benefits ,
Deferred Compensation ,
Employee Benefits ,
Executive Compensation ,
Internal Revenue Code (IRC) ,
Legislative Agendas ,
Proposed Legislation ,
Section 162(m) ,
Section 409A ,
Tax Deductions ,
Tax Rates ,
Tax Reform ,
Trump Administration
The House Ways and Means Committee on November 2, 2017, released the proposed Tax Cuts and Jobs Act, which may have significant impact on the taxation of equity and performance-based compensation for both private and public...more
This Client Alert is intended to remind you of certain year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to stock issued to employees (or former...more
ISS Corporate Solutions (“ISS”) has announced that it will accept updates of changes to the peer group company lists for its Say on Pay (“SOP”) voting recommendations for publicly traded companies that hold annual stockholder...more
On August 5, 2015, the Securities and Exchange Commission (the “SEC”) voted 3-2 to adopt the final “pay ratio” disclosure rule. This long-awaited, controversial rule is issued pursuant to Section 953(b) of the Dodd-Frank Wall...more
On July 1, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules directing the national securities exchanges (NYSE, NASDAQ, etc.) to create listing standards requiring listed companies to implement policies...more
7/8/2015
/ Clawbacks ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Incentive Stock Options ,
Look-Back Measurement Period ,
Nasdaq ,
NYSE ,
Proposed Regulation ,
Securities and Exchange Commission (SEC) ,
Stock Options ,
Total Shareholder Return (TSR)
The Securities and Exchange Commission (the “SEC”) has proposed new rules required by Section 953(a) of the Dodd-Frank Act that would require companies to disclose the relationship between compensation actually paid to...more
Background -
Section 162(m) of the Internal Revenue Code (the “Code”) denies a tax deduction to a public company if the compensation paid to its chief executive officer and three other highest compensated officers...more
This alert is intended to remind you of certain year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to stock issued to employees (or former employees)...more
On October 4, 2013, California reduced the additional California state income taxes levied on deferred arrangements that violate Section 409A of the Internal Revenue Code. For taxable years beginning on January 1, 2013,...more
On January 11, 2013 the Securities and Exchange Commission ("SEC") approved the equity listing standards proposed by the NYSE and Nasdaq, as amended1 regarding compensation committee independence criteria and compensation...more
This Client Alert is intended to remind you of certain year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to stock issued to employees (or former...more