Tax Cuts and Jobs Act Proposes Sweeping Changes in Compensation and Benefit Taxation

by Wilson Sonsini Goodrich & Rosati
Contact

On November 2, 2017, Congressman Kevin Brady of Texas, Chairman of the House Ways and Means Committee, introduced the Tax Cuts and Jobs Act (the "Proposed Bill") in the U.S. House of Representatives. The Proposed Bill proposes sweeping changes that would significantly impact how employers provide compensation and benefits to their employees, particularly equity compensation. 

As originally introduced, the Proposed Bill:

  • Eliminates much of the benefit of stock options, stock appreciation rights (SARs) and other deferred compensation arrangements under a new proposed Section 409B that taxes compensation (including equity awards) as it "vests," regardless of when it is actually earned, paid or, in the case of stock options or SARs, exercised.
  • Revises Internal Revenue Code Section 162(m) to eliminate the "performance-based" compensation exception and expands the $1 million annual tax deduction limitation to include a publicly traded company's chief financial officer.

The effective date of the Proposed Bill is January 1, 2018, which would provide a short window for employers to react if it is passed as currently proposed, a task made more difficult by the lack of details in the Proposed Bill. 

Recent Amendment to Proposed Bill: On November 6, 2017, Congressman Brady introduced an amendment to the Proposed Bill (the "Proposed Amendment") that proposes changes for private companies by excluding stock options and certain other equity awards, including RSUs, granted by private companies to their non-executive employees from Section 409B, and instead allowing income deferral of these awards under a newly proposed Internal Revenue Code Section 83(i) for a prescribed period (of not more than five years) following the date these awards are transferrable or, if earlier, are no longer subject to a "substantial risk of forfeiture," that is, once it vests. These changes may be welcome for certain private companies, however, the scope of coverage of, and compliance with, Section 83(i) still presents significant challenges to providing equity-based compensation to private company employees compared to current law.

While we expect that the Proposed Bill will evolve, we cannot predict with certainty which provisions of the Proposed Bill will change, and employers would be advised to begin considering the impact of the Proposed Bill and any of its proposed amendments on their compensation arrangements.

This alert briefly summarizes the key provisions of the Proposed Bill relating to compensation and benefits matters, and provides an initial overview of how those provisions would be impacted if amended as proposed in the Proposed Amendment.  For an analysis of the other provisions of the Proposed Bill, please refer to our other WSGR Alert.

Deferred Compensation Arrangements Would Be Taxable at Vesting

Background: Since the adoption of Internal Revenue Code Section 409A in 2004, employers have carefully structured compensation arrangements that provide for the deferral of compensation in a manner that is exempt from or in compliance with Section 409A, in order to avoid these amounts being currently includable in gross income and subject to an additional 20 percent federal penalty (plus additional penalty taxes in certain states, including an additional 5 percent in California).

Proposed Bill: The Proposed Bill dismantles Section 409A in its entirety with respect to compensation earned for performance of services on or after January 1, 2018, and replaces it with a new Section 409B that eliminates the ability to defer compensation once the compensation "vests," regardless of when it is actually earned or paid. 

General Effect:

The new Section 409B:

  • Prohibits the deferral of compensation beyond the date that it "vests," which occurs once the compensation is no longer conditioned on the future performance of substantial services by the person eligible for the compensation. Compensation that does not depend on future performance of substantial services, but, for example, is dependent on the employer meeting a particular performance goal (such as attainment of revenue, change in control or an initial public offering), would be considered vested, which is a major departure from current law.
  • Applies to stock options, SARs, and other rights to compensation based on the value or appreciation in value of equity of the employer (e.g., restricted stock units (RSUs)) as deferred compensation rights. As a result, stock options, SARs, RSUs, and other similar equity rights will be subject to income inclusion on the date the award "vests" regardless of when the equity right is exercised or settled. 
  • Excludes the following limited arrangements from the "deferred compensation" definition: certain tax qualified employer plans; certain vacation or sick leave, compensatory time, disability pay, or death benefit plans; restricted stock awards and other awards (but not stock options) subject to Internal Revenue Code Section 83; and compensation payable within two and a half months following the end of the service recipient's (generally meaning the employer's) tax year in which it vests (for an employer with a calendar year fiscal year, this deadline will be March 15 of the year following the year of vesting). 
  • As initially proposed, covers many types of equity awards and does not specifically exclude incentive stock options or options granted under employee stock purchase plans, which are currently entitled to favorable tax treatment.  As discussed in greater detail below, the Proposed Amendment proposes changes that would exempt certain private company equity awards from Section 409B.
  • With respect to currently outstanding arrangements, limits the applicability of Section 409B to those that provide for compensation that "vests" after 2017. Compensation that vested before 2018 generally will be taxed under Section 409A or other applicable tax law, except that the available deferral period generally will end in 2026. The Proposed Bill requires the U.S. treasury department to provide guidance within 120 days of the Proposed Bill's enactment to assist employers with accelerating payments under existing vested deferred compensation arrangements to align the date of distribution with the date that the compensation would be taxed under Section 409B without violating Section 409A.
  • Prescribes that amounts under currently outstanding arrangements that provide compensation that "vests" in 2018 or later are subject to Section 409B, regardless of the date of the deferred compensation arrangement. 

Proposed Amendment

The Proposed Amendment, which imports much of the framework of the previously proposed Empowering Employees Through Stock Ownership Act:

  • Excludes from coverage under proposed Section 409B those arrangements under which an employee may receive "qualified stock." Qualified stock generally is defined as stock issued pursuant to the exercise of an option or settlement of an RSU that was granted by an employer whose stock is not readily tradable on an established securities market to one of its employees who is not otherwise excluded under Section 83(i) and under a plan that broadly offers equity awards to its employees, all in accordance with the proposed Section 83(i): 
  •  
    • Under the newly proposed Section 83(i), an employee is excluded under Section 83(i) if he or she: (i) has been a 1 percent owner at any time in the ten preceding calendar years; (ii) is or has been at any time the chief executive officer or chief financial officer, or an individual acting in such a capacity; (iii) is a close family member (spouse, children, grandchildren, and parents) of anyone described in clause (i) or (ii); or (iv) has been among the top four highest compensated officers during any of the ten preceding tax years;
    • In order to broadly offer awards to employees, at least 80 percent of U.S. employees must be granted options or RSUs, as applicable, in the applicable year, and the grants must have the same rights and privileges (determined in a manner similar to the employee stock purchase plan rules).
  • Defers the income tax event of any "qualified stock" for which a timely election is made with the Internal Revenue Service under Section 83(i) until the earlier of: (i) the date such qualified stock become transferable (including to the employer); (ii) the date the employee becomes an excluded employee; (iii) the date the employer's stock becomes readily tradeable on an established securities market; (iv) the 5-year anniversary of the date the rights of the employee in such stock is transferable or not subject to a substantial risk of forfeiture, whichever occurs first; or (v) the date the employee revokes such election.

Practical Considerations – Equity Awards:

  • Under the Proposed Bill, many equity compensation programs would have to be substantially overhauled under Section 409B to avoid negative tax consequences for equity-based awards that "vest" based on services performed on or after January 1, 2018.
    • Private companies in particular, which commonly use stock options to compensate their employees, would be significantly impacted by Section 409B, as it would result in many holders of their equity-based awards recognizing income on these awards before the options are exercised and before there is a liquidity event (e.g., a change in control or IPO). As a result, stock options, particularly those that vest on a time-based vesting schedule, might become largely unusable for many private companies in the context of employee retention if Section 409B is implemented without the Proposed Amendment. 
    • RSUs and performance shares or units that are settled at the time or shortly after any service-based vesting requirements are satisfied will continue to be a viable compensation vehicle for employers that can settle such equity awards in cash, with publicly tradeable shares, or on a net exercise basis.
    • Any equity awards that vest upon the satisfaction of performance conditions (e.g., a private company RSU that vests upon the satisfaction of both a service-based condition and a liquidity-event condition) will be taxed once the service-based vesting condition is met, even if the performance condition has not yet occurred, rendering such types of equity awards largely unusable for many companies, including many private companies, if Section 409B is implemented without the Proposed Amendment.
    • With respect to existing stock options that, by their existing terms, will be unvested as of January 1, 2018, employers may explore creative solutions to minimize the tax burden on employees if the proposed Section 409B becomes law, including one or more of the following: amending stock options to be exercisable on a cashless basis, accelerating the vesting of stock options before the end of 2017 but preserving or extending the existing exercise schedule, and adding contractual performance-based vesting conditions (e.g., stock price attainment or liquidity event) to provide additional retention incentives. 
    • With respect to future equity awards, employers may develop various approaches to maximize the retention and incentive value of their equity compensation programs including, granting stock options that are "vested" on the grant date (when there is no spread) but including a contractual forfeiture provision if a performance-based condition (e.g., a stock price attainment, a liquidity event, or a financial metric) is not achieved.  Employers may also wish to grant more equity awards in the form of restricted stock, which are exempt from the proposed Section 409B, and/or impose robust stock ownership guidelines.  However, it remains to be seen whether these approaches will ultimately be respected under proposed Section 409B.
  • Under the Proposed Amendment, many stock options and other equity awards granted by private companies may receive relief from the adverse effects of proposed Section 409B by having the opportunity to delay the tax event following the date the stock purchased or received under the award is transferable or no longer subject to a "substantial risk of forfeiture," that is, once it "vests." However, the rules under the Proposed Amendment for taking advantage of this tax deferral opportunity are fairly restrictive and may make it difficult for many private companies to provide equity compensation to their employees that fully benefits from this relief.
  • The Proposed Amendment also leaves many unanswered questions, including how the U.S. treasury department may interpret what it means to be "transferrable" or "readily tradable on established securities market." It remains to be seen whether this Proposed Amendment (or other amendments) will be included in any final bill.

Practical Considerations – Generally:

  • Some employers may seek to reduce or eliminate in-service cash and equity incentive compensation programs, and instead provide more enhanced severance benefits as a means of deferring taxation.
  • Existing severance arrangements may have to be revised as severance would, in the best case scenario, be taxed upon termination of employment, even if it is paid over time and/or conditioned on compliance with a noncompetition covenant. It remains to be seen whether "involuntary terminations" such as terminations without cause or resignations for good reason will, similar to current rules under Section 409A, be considered to constitute a "substantial risk of forfeiture," such that the severance payments are not considered "vested" until the actual date of termination. In addition, it remains to be seen how severance arrangements that provide for payment upon a voluntary resignation or a "walk-away" right will be taxed under Section 409B, including whether the severance will be considered "vested" and taxable as soon as the arrangement is entered into, rather than upon the termination or payment date.
  • Incentive compensation would be taxed once it "vests" even where the payment is deferred for corporate governance or other reasons. The Proposed Bill did not address how incentive compensation that is not determinable on the date it "vests" will be taxed under Section 409B.
  • It remains to be seen how states that have a tax framework similar to Section 409A, such as California, may adjust to the proposed Section 409B.

Additional Limitations on Deductibility of Compensation under Section 162(m)

Background: Internal Revenue CodeSection 162(m) limits the annual tax deduction to $1 million for compensation paid to each of a publicly traded company's chief executive officer and three highest compensated officers (other than the chief financial officer) (each, a "covered employee"), except with respect to qualified performance-based compensation, commissions, or to certain compensation paid by a company that recently became publicly traded. Publicly traded companies commonly structure executive compensation programs so that a portion of the executive's compensation is intended to comply with the performance-based compensation exception.

Proposed Bill: The Proposed Bill:

  • Eliminates the "performance-based" exception so that any compensation over $1 million is not deductible.
  • Expands the "covered employee" definition to include a publicly traded company's chief financial officer as of the end of the company's taxable year, which aligns the scope of the "covered employee" group with its original definition as adopted in 1993.
  • Expands a publicly traded company's annual tax deduction limitation to include any employee who has ever been a covered employee with respect to that publicly traded company.

Practical Considerations:

  • The proposed amendments to Section 162(m) would eliminate a publicly traded company's ability to deduct compensation above $1 million that it pays in any year to any covered employees, which likely increases the cost of executive compensation for many publicly traded companies.
  • There are not any "grandfathering" rules for any existing arrangements that are designed to comply with the "performance-based" exception, which may result in the loss of tax deductibility with respect to annual multi-year performance awards for which the performance period ends after January 1, 2018.
  • While institutional shareholders and their advisors continue to strongly support a focus on pay-for-performance, it remains to be seen whether this Proposed Bill (if approved) would cause more publicly traded companies to provide a higher percentage of an executive compensation in fixed compensation (e.g., base salary) instead of performance-based compensation as a result of performance-based compensation no longer providing tax advantages.

Additional Limitations on Deductibility of Entertainment, Fringe Benefit, and Other Business Expenses

Background: Employers currently can deduct certain expenses related to entertainment, amusement or recreation activity or facility expense, certain fringe benefits provided to employees (e.g., employee discounts, working condition, and transportation fringe benefits), and expenses for goods, services, and facilities.

Proposed Bill: The proposed law:

  • Eliminates many of these deductions for expenses incurred or paid after 2017, including deductions relating to entertainment, amusement or recreation activities or facilities (including membership dues relating to such activities or facilities) related to the employer's trade or business; and deductions related to transportation fringe benefits, on premises gyms and other amenities not directly related to a trade or business (subject to certain exceptions such as certain benefits that are included in the taxable compensation of the recipient); and
  • Limits the current 50 percent deduction so that it applies solely to expenses for food or beverages and qualifying business meals, subject to current exceptions. 

Practical Considerations:

  • Many employers would be limited in taking tax deductions for tax-free benefits they commonly provide to employees (e.g., transportation fringe benefits, gym and other athletic facilities and other amenities primarily of a personal nature).

Amendment of Certain Provisions Applicable to Retirement and Welfare Plans

Proposed Bill: The Proposed Bill:

  • Repeals the ability of employees to recharacterize or undo a conversion from a traditional IRA to a Roth IRA.
  • Permits in-service distributions from certain tax qualified retirement plans beginning at age 59½, lowering the age from 62 (or 70 ½, in some cases). 
  • Relaxes the requirements for in-service hardship distributions and extends the rollover period for plan loans.
  • Limits the exclusion from an employee's income for employer-provided housing.
  • Repeals the exclusion from an employee's income of employee achievement awards, dependent care assistance programs, reimbursement of qualified moving expenses, adoption assistance programs, and educational assistance programs. Under the Proposed Amendment, the dependent care assistance program repeal would not occur until January 1, 2023.

Practical Considerations:

  • Most of the retirement plan proposals (if implemented) likely are to be welcome changes for employers and employees alike.
  • We expect that the elimination of tax exemptions offered under popular employee welfare programs, such as for dependent care assistance and qualified moving expenses, will be disfavored by employees as well as many employers.

Next Steps

Prior to its enactment, the Proposed Bill is likely to continue to change, perhaps significantly. We will continue to monitor the status of the Proposed Bill and expect to provide updates as the legislative process moves forward.

 

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Wilson Sonsini Goodrich & Rosati | Attorney Advertising

Written by:

Wilson Sonsini Goodrich & Rosati
Contact
more
less

Wilson Sonsini Goodrich & Rosati on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
- hide

JD Supra Privacy Policy

Updated: May 25, 2018:

JD Supra is a legal publishing service that connects experts and their content with broader audiences of professionals, journalists and associations.

This Privacy Policy describes how JD Supra, LLC ("JD Supra" or "we," "us," or "our") collects, uses and shares personal data collected from visitors to our website (located at www.jdsupra.com) (our "Website") who view only publicly-available content as well as subscribers to our services (such as our email digests or author tools)(our "Services"). By using our Website and registering for one of our Services, you are agreeing to the terms of this Privacy Policy.

Please note that if you subscribe to one of our Services, you can make choices about how we collect, use and share your information through our Privacy Center under the "My Account" dashboard (available if you are logged into your JD Supra account).

Collection of Information

Registration Information. When you register with JD Supra for our Website and Services, either as an author or as a subscriber, you will be asked to provide identifying information to create your JD Supra account ("Registration Data"), such as your:

  • Email
  • First Name
  • Last Name
  • Company Name
  • Company Industry
  • Title
  • Country

Other Information: We also collect other information you may voluntarily provide. This may include content you provide for publication. We may also receive your communications with others through our Website and Services (such as contacting an author through our Website) or communications directly with us (such as through email, feedback or other forms or social media). If you are a subscribed user, we will also collect your user preferences, such as the types of articles you would like to read.

Information from third parties (such as, from your employer or LinkedIn): We may also receive information about you from third party sources. For example, your employer may provide your information to us, such as in connection with an article submitted by your employer for publication. If you choose to use LinkedIn to subscribe to our Website and Services, we also collect information related to your LinkedIn account and profile.

Your interactions with our Website and Services: As is true of most websites, we gather certain information automatically. This information includes IP addresses, browser type, Internet service provider (ISP), referring/exit pages, operating system, date/time stamp and clickstream data. We use this information to analyze trends, to administer the Website and our Services, to improve the content and performance of our Website and Services, and to track users' movements around the site. We may also link this automatically-collected data to personal information, for example, to inform authors about who has read their articles. Some of this data is collected through information sent by your web browser. We also use cookies and other tracking technologies to collect this information. To learn more about cookies and other tracking technologies that JD Supra may use on our Website and Services please see our "Cookies Guide" page.

How do we use this information?

We use the information and data we collect principally in order to provide our Website and Services. More specifically, we may use your personal information to:

  • Operate our Website and Services and publish content;
  • Distribute content to you in accordance with your preferences as well as to provide other notifications to you (for example, updates about our policies and terms);
  • Measure readership and usage of the Website and Services;
  • Communicate with you regarding your questions and requests;
  • Authenticate users and to provide for the safety and security of our Website and Services;
  • Conduct research and similar activities to improve our Website and Services; and
  • Comply with our legal and regulatory responsibilities and to enforce our rights.

How is your information shared?

  • Content and other public information (such as an author profile) is shared on our Website and Services, including via email digests and social media feeds, and is accessible to the general public.
  • If you choose to use our Website and Services to communicate directly with a company or individual, such communication may be shared accordingly.
  • Readership information is provided to publishing law firms and authors of content to give them insight into their readership and to help them to improve their content.
  • Our Website may offer you the opportunity to share information through our Website, such as through Facebook's "Like" or Twitter's "Tweet" button. We offer this functionality to help generate interest in our Website and content and to permit you to recommend content to your contacts. You should be aware that sharing through such functionality may result in information being collected by the applicable social media network and possibly being made publicly available (for example, through a search engine). Any such information collection would be subject to such third party social media network's privacy policy.
  • Your information may also be shared to parties who support our business, such as professional advisors as well as web-hosting providers, analytics providers and other information technology providers.
  • Any court, governmental authority, law enforcement agency or other third party where we believe disclosure is necessary to comply with a legal or regulatory obligation, or otherwise to protect our rights, the rights of any third party or individuals' personal safety, or to detect, prevent, or otherwise address fraud, security or safety issues.
  • To our affiliated entities and in connection with the sale, assignment or other transfer of our company or our business.

How We Protect Your Information

JD Supra takes reasonable and appropriate precautions to insure that user information is protected from loss, misuse and unauthorized access, disclosure, alteration and destruction. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. You should keep in mind that no Internet transmission is ever 100% secure or error-free. Where you use log-in credentials (usernames, passwords) on our Website, please remember that it is your responsibility to safeguard them. If you believe that your log-in credentials have been compromised, please contact us at privacy@jdsupra.com.

Children's Information

Our Website and Services are not directed at children under the age of 16 and we do not knowingly collect personal information from children under the age of 16 through our Website and/or Services. If you have reason to believe that a child under the age of 16 has provided personal information to us, please contact us, and we will endeavor to delete that information from our databases.

Links to Other Websites

Our Website and Services may contain links to other websites. The operators of such other websites may collect information about you, including through cookies or other technologies. If you are using our Website or Services and click a link to another site, you will leave our Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We are not responsible for the data collection and use practices of such other sites. This Policy applies solely to the information collected in connection with your use of our Website and Services and does not apply to any practices conducted offline or in connection with any other websites.

Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

  • Our Legal Basis for Processing: Generally, we rely on our legitimate interests in order to process your personal information. For example, we rely on this legal ground if we use your personal information to manage your Registration Data and administer our relationship with you; to deliver our Website and Services; understand and improve our Website and Services; report reader analytics to our authors; to personalize your experience on our Website and Services; and where necessary to protect or defend our or another's rights or property, or to detect, prevent, or otherwise address fraud, security, safety or privacy issues. Please see Article 6(1)(f) of the E.U. General Data Protection Regulation ("GDPR") In addition, there may be other situations where other grounds for processing may exist, such as where processing is a result of legal requirements (GDPR Article 6(1)(c)) or for reasons of public interest (GDPR Article 6(1)(e)). Please see the "Your Rights" section of this Privacy Policy immediately below for more information about how you may request that we limit or refrain from processing your personal information.
  • Your Rights
    • Right of Access/Portability: You can ask to review details about the information we hold about you and how that information has been used and disclosed. Note that we may request to verify your identification before fulfilling your request. You can also request that your personal information is provided to you in a commonly used electronic format so that you can share it with other organizations.
    • Right to Correct Information: You may ask that we make corrections to any information we hold, if you believe such correction to be necessary.
    • Right to Restrict Our Processing or Erasure of Information: You also have the right in certain circumstances to ask us to restrict processing of your personal information or to erase your personal information. Where you have consented to our use of your personal information, you can withdraw your consent at any time.

You can make a request to exercise any of these rights by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

We will make all practical efforts to respect your wishes. There may be times, however, where we are not able to fulfill your request, for example, if applicable law prohibits our compliance. Please note that JD Supra does not use "automatic decision making" or "profiling" as those terms are defined in the GDPR.

  • Timeframe for retaining your personal information: We will retain your personal information in a form that identifies you only for as long as it serves the purpose(s) for which it was initially collected as stated in this Privacy Policy, or subsequently authorized. We may continue processing your personal information for longer periods, but only for the time and to the extent such processing reasonably serves the purposes of archiving in the public interest, journalism, literature and art, scientific or historical research and statistical analysis, and subject to the protection of this Privacy Policy. For example, if you are an author, your personal information may continue to be published in connection with your article indefinitely. When we have no ongoing legitimate business need to process your personal information, we will either delete or anonymize it, or, if this is not possible (for example, because your personal information has been stored in backup archives), then we will securely store your personal information and isolate it from any further processing until deletion is possible.
  • Onward Transfer to Third Parties: As noted in the "How We Share Your Data" Section above, JD Supra may share your information with third parties. When JD Supra discloses your personal information to third parties, we have ensured that such third parties have either certified under the EU-U.S. or Swiss Privacy Shield Framework and will process all personal data received from EU member states/Switzerland in reliance on the applicable Privacy Shield Framework or that they have been subjected to strict contractual provisions in their contract with us to guarantee an adequate level of data protection for your data.

California Privacy Rights

Pursuant to Section 1798.83 of the California Civil Code, our customers who are California residents have the right to request certain information regarding our disclosure of personal information to third parties for their direct marketing purposes.

You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

Some browsers have incorporated a Do Not Track (DNT) feature. These features, when turned on, send a signal that you prefer that the website you are visiting not collect and use data regarding your online searching and browsing activities. As there is not yet a common understanding on how to interpret the DNT signal, we currently do not respond to DNT signals on our site.

Access/Correct/Update/Delete Personal Information

For non-EU/Swiss residents, if you would like to know what personal information we have about you, you can send an e-mail to privacy@jdsupra.com. We will be in contact with you (by mail or otherwise) to verify your identity and provide you the information you request. We will respond within 30 days to your request for access to your personal information. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. If you would like to correct or update your personal information, you can manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard. If you would like to delete your account or remove your information from our Website and Services, send an e-mail to privacy@jdsupra.com.

Changes in Our Privacy Policy

We reserve the right to change this Privacy Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our Privacy Policy will become effective upon posting of the revised policy on the Website. By continuing to use our Website and Services following such changes, you will be deemed to have agreed to such changes.

Contacting JD Supra

If you have any questions about this Privacy Policy, the practices of this site, your dealings with our Website or Services, or if you would like to change any of the information you have provided to us, please contact us at: privacy@jdsupra.com.

JD Supra Cookie Guide

As with many websites, JD Supra's website (located at www.jdsupra.com) (our "Website") and our services (such as our email article digests)(our "Services") use a standard technology called a "cookie" and other similar technologies (such as, pixels and web beacons), which are small data files that are transferred to your computer when you use our Website and Services. These technologies automatically identify your browser whenever you interact with our Website and Services.

How We Use Cookies and Other Tracking Technologies

We use cookies and other tracking technologies to:

  1. Improve the user experience on our Website and Services;
  2. Store the authorization token that users receive when they login to the private areas of our Website. This token is specific to a user's login session and requires a valid username and password to obtain. It is required to access the user's profile information, subscriptions, and analytics;
  3. Track anonymous site usage; and
  4. Permit connectivity with social media networks to permit content sharing.

There are different types of cookies and other technologies used our Website, notably:

  • "Session cookies" - These cookies only last as long as your online session, and disappear from your computer or device when you close your browser (like Internet Explorer, Google Chrome or Safari).
  • "Persistent cookies" - These cookies stay on your computer or device after your browser has been closed and last for a time specified in the cookie. We use persistent cookies when we need to know who you are for more than one browsing session. For example, we use them to remember your preferences for the next time you visit.
  • "Web Beacons/Pixels" - Some of our web pages and emails may also contain small electronic images known as web beacons, clear GIFs or single-pixel GIFs. These images are placed on a web page or email and typically work in conjunction with cookies to collect data. We use these images to identify our users and user behavior, such as counting the number of users who have visited a web page or acted upon one of our email digests.

JD Supra Cookies. We place our own cookies on your computer to track certain information about you while you are using our Website and Services. For example, we place a session cookie on your computer each time you visit our Website. We use these cookies to allow you to log-in to your subscriber account. In addition, through these cookies we are able to collect information about how you use the Website, including what browser you may be using, your IP address, and the URL address you came from upon visiting our Website and the URL you next visit (even if those URLs are not on our Website). We also utilize email web beacons to monitor whether our emails are being delivered and read. We also use these tools to help deliver reader analytics to our authors to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

Analytics/Performance Cookies. JD Supra also uses the following analytic tools to help us analyze the performance of our Website and Services as well as how visitors use our Website and Services:

  • HubSpot - For more information about HubSpot cookies, please visit legal.hubspot.com/privacy-policy.
  • New Relic - For more information on New Relic cookies, please visit www.newrelic.com/privacy.
  • Google Analytics - For more information on Google Analytics cookies, visit www.google.com/policies. To opt-out of being tracked by Google Analytics across all websites visit http://tools.google.com/dlpage/gaoptout. This will allow you to download and install a Google Analytics cookie-free web browser.

Facebook, Twitter and other Social Network Cookies. Our content pages allow you to share content appearing on our Website and Services to your social media accounts through the "Like," "Tweet," or similar buttons displayed on such pages. To accomplish this Service, we embed code that such third party social networks provide and that we do not control. These buttons know that you are logged in to your social network account and therefore such social networks could also know that you are viewing the JD Supra Website.

Controlling and Deleting Cookies

If you would like to change how a browser uses cookies, including blocking or deleting cookies from the JD Supra Website and Services you can do so by changing the settings in your web browser. To control cookies, most browsers allow you to either accept or reject all cookies, only accept certain types of cookies, or prompt you every time a site wishes to save a cookie. It's also easy to delete cookies that are already saved on your device by a browser.

The processes for controlling and deleting cookies vary depending on which browser you use. To find out how to do so with a particular browser, you can use your browser's "Help" function or alternatively, you can visit http://www.aboutcookies.org which explains, step-by-step, how to control and delete cookies in most browsers.

Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

- hide

This website uses cookies to improve user experience, track anonymous site usage, store authorization tokens and permit sharing on social media networks. By continuing to browse this website you accept the use of cookies. Click here to read more about how we use cookies.