Much of the talk about Canada’s federal budget released on April 16, 2024 (“Budget 2024”) has been concentrated on the increase to the capital gains inclusion rate, highlighted by criticism from the business community that...more
In 2015, the stockholders of nominal defendant, Investors Bancorp, Inc. (“Investors Bancorp” or the “Company”), voted to approve an equity incentive plan (“EIP”) adopted by the Company’s board of directors (the “Board”)....more
There are a variety of forms that equity compensation can take, but the two most prevalent in the startup environment when the startup is a corporation are restricted stock and stock options. Many new entrepreneurs are...more
Here are ten common questions I receive from clients about issuing equity (stock or options) to service providers (advisors/directors/officers/employees/consultants)...more
The UK Supreme Court has today published its long-awaited judgment in Egon Zehnder Ltd v Tillman. It held that a six month post-termination non-compete covenant was enforceable against a departing employee even though it...more
On December 22, 2017, the Tax Cuts and Jobs Act (the "Act") was signed into law. The Act added a new Section 83(i) to the Internal Revenue Code of 1986, as amended (the "Code"), pursuant to which certain employees of eligible...more
On July 18, 2018, the Securities and Exchange Commission (SEC) issued a concept release soliciting public comment on ways to modernize Rule 701 and Form S-8 of the Securities Act of 1933 to account for recent developments...more
The Congressionally-mandated amendment aims to ease the disclosure burdens of private companies that grant compensatory stock to employees. Grants of securities to employees, including stock options, restricted stock and...more
Yesterday, the Supreme Court handed down two tax decisions, one of which is set to immediately impact internet and other remote retailers nationwide. In South Dakota v. Wayfair, No. 17-494 , the Court overruled Quill Corp. v....more
On June 21, 2018, the Supreme Court held in Wisconsin Central Ltd. v. United States that railroad stock options are not taxable compensation under the Railroad Retirement Tax Act of 1937 (the “RRTA”). This ruling represents...more
On June 21, 2018, the Supreme Court decided Wisconsin Central Ltd. v. United States, No. 17-530, holding that a railroad company’s employee stock options are not taxable “compensation” under the Railroad Retirement Tax Act...more
The recent IPOs of Snap, Inc. and Blue Apron indicate that while the IPO pipeline continues to flow, there may be a cautionary tale for “unicorns” – venture-backed companies with estimated valuations in excess of $1 billion....more
On December 29, 2016, the U.S. Department of Labor (the “DOL”) released Interpretive Bulletin 2016-1 (“IB 2016-1”) relating to the voting of proxies on securities held in employee benefit plans. IB 2016-1 withdraws the...more
M&A advisors are becoming increasingly familiar with leveraged ESOP transactions and are routinely considering the ESOP platform in structuring acquisitions and divestitures. The first part of this article references the...more
In Depth - Additional flexibility to use Section 409A exemptions - ..Expanded availability of the rules for transaction-based compensation for stock rights and incentive stock options. The final regulations allow...more
In a case of first impression in the Ninth Circuit, the Court held that the Booz Allen Hamilton, Inc. Stock Rights Plan (“SRP”) was not subject to ERISA because its primary purpose was not to provide deferred compensation or...more
Most equity award plans that I come across include a statement of the plan’s purposes. I haven’t tended to give these provisions a whole lot of thought, but an opinion issued yesterday by the Ninth Circuit Court of Appeal...more
Senators Pat Toomey (R., PA) and Mark Warner (D., VA) have introduced Senate Bill 576, the ‘‘Encouraging Employee Ownership Act.’’ The bill would require the SEC, within 60 days after enactment, to raise the threshold in...more