News & Analysis as of

Equity Compensation

Allen Matkins

Why You Might Want To Aim Higher When Seeking Equity Plan Approval

by Allen Matkins on

Yesterday's post highlighted one company's confusion about the vote required for shareholder approval of an equity compensation plan under the California General Corporation Law. Because the GCL does not impose a specific...more

Hayse LLC

Succession Planning as Financial Planning: Five Critical Components

by Hayse LLC on

Succession planning is an important issue for many law firms, especially as the Boomers and Generation Xers age and the human resource pyramid becomes an irregular shaped box. When you add in the assault on the industry from...more

Snell & Wilmer

Yet Another Reason to Focus on Director Pay

by Snell & Wilmer on

We have previously encouraged our readers to focus on the size of their director pay packages and the processes their boards undertake in setting director compensation. Prior focus on these issues was recommended largely as a...more

White and Williams LLP

The Economic Growth, Regulatory Relief and Consumer Protection Act Amends a Key Provision of Rule 701

by White and Williams LLP on

The Economic Growth Regulatory Relief and Consumer Protection Act, which was signed into law by President Trump on May 24, 2018, directs the US Securities and Exchange Commission (SEC) to amend a significant provision of Rule...more

Miles & Stockbridge P.C.

Two Cheers for Deferred Taxation of Qualified Equity Grants

by Miles & Stockbridge P.C. on

The Tax Cuts and Jobs Act added a new tax deferral to encourage private corporations to grant more equity awards. If you’re thinking about it, consider whether the juice is worth the squeeze....more

Skadden, Arps, Slate, Meagher & Flom LLP

JCOPE Promulgates New Lobbying Regulations; Kansas Expands Scope of Lobbying Law

Below, we have summarized recent developments regarding New York and Kansas lobbying requirements. New York Lobbying Regulations - On April 24, 2018, the New York Joint Commission on Public Ethics (JCOPE) voted to...more

Burns & Levinson LLP

Financing Growth: Preferred Equity

by Burns & Levinson LLP on

This year is primed to be the cannabis industry’s biggest yet. Almost $3 billion of capital was raised in the first quarter of 2018, more than four times the amount raised in the first quarter of 2017. With the increase in...more

White and Williams LLP

New IRC Section 83(i) Introduces Election to Defer Tax on Certain Stock Options and RSUs

by White and Williams LLP on

An election introduced as part of the 2017 Tax Cuts and Jobs Act allows taxpayers to defer the recognition of taxable income with respect to certain categories of compensatory stock options and restricted stock units (RSUs)....more

Dentons

Director compensation limits and considerations

by Dentons on

A recent ruling by the Delaware Supreme Court could have far-reaching consequences for how companies set their director compensation limits. ...more

Shearman & Sterling LLP

Private Company Fined for Failure to Comply with Rule 701 in Option Exercises

by Shearman & Sterling LLP on

On March 12, 2018, the United States Securities & Exchange Commission (the “SEC”) fined a late-stage private company $160,000 as a result of its failure to comply with the enhanced disclosure requirements of Rule 701 in...more

Fox Rothschild LLP

Four Considerations For Advisor Option Grants

by Fox Rothschild LLP on

Startup clients often rely on independent contractors and advisors during their early stages but do not have the cash to pay them, so they turn to equity compensation. Stock options are a great incentive tool, but founders...more

Dorsey & Whitney LLP

A Reminder to Track Rule 701 Equity Awards to U.S. Residents

by Dorsey & Whitney LLP on

Canadian companies relying on Rule 701 under the Securities Act of 1933 to exempt their U.S. awards of stock options and other types of compensatory equity (such as RSUs and PSUs), need to track on an ongoing basis the amount...more

Dorsey & Whitney LLP

Common U.S. Securities Problems with Canadian Stock-Based Compensation Plans

by Dorsey & Whitney LLP on

We are frequently asked to review Canadian companies’ stock option, restricted share unit (RSU), performance share unit (PSU), deferred share unit (DSU), and other stock-based compensation plans for U.S. securities law...more

White and Williams LLP

SEC Enforcement Action Shines Light on Equity-Based Compensation Disclosure Compliance of Private Companies

by White and Williams LLP on

On March 12, 2018, the US Securities and Exchange Commission (SEC) brought an action against Credit Karma, Inc., a Silicon Valley-based fintech company, for issuing stock options to its employees in violation of US securities...more

Burns & Levinson LLP

Tax Reform: Compensation and Benefits

by Burns & Levinson LLP on

The new federal tax reform, signed into law by President Trump on December 22, 2017, will change tax liabilities and strategies for many organizations and individuals beginning this year. The following is a summary of key...more

WilmerHale

Tax Act: New Opportunity to Defer Income from Certain Private Company Equity Grants

by WilmerHale on

The new Section 83(i) of the tax code, enacted as part of the Tax Act, allows certain private company employees to elect to defer, solely for income tax purposes and for a period of up to five years, the income attributable...more

Littler

Dear Littler: Does Equity Compensation Count as Wages under Federal and California Law?

by Littler on

Dear Littler: We need to hire some key personnel for our new tech company. We intend to offer them equity in the enterprise as compensation. The equity should be very valuable in the long run, and the deal we have in mind is...more

Dorsey & Whitney LLP

Discretionary Equity Awards to Directors Subject to “Entire Fairness” Standard of Review

by Dorsey & Whitney LLP on

Human nature being what it is, the law, in its wisdom, does not presume that directors will be competent judges of the fair treatment of their company where fairness must be at their own personal expense. According to the...more

Shearman & Sterling LLP

Delaware Supreme Court Limits Stockholder Ratification Defense for Director Compensation Decisions

by Shearman & Sterling LLP on

Last week, the Delaware Supreme Court, in In re Investors Bancorp, Inc. Stockholder Litigation (“Bancorp”), reversed the Delaware Court of Chancery and held that awards granted to directors under a stockholder-approved equity...more

Fenwick & West LLP

Congress Approves Tax Reform Bill Impacting Equity Compensation

by Fenwick & West LLP on

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

Goodwin

Delaware Supreme Court Increases Risk for Boards in Making Discretionary Director Compensation Awards

by Goodwin on

On December 13, 2017, the Delaware Supreme Court issued a decision in In re Investors Bancorp, Inc. Stockholder Litigation, holding that director compensation awards made pursuant to an equity compensation plan that permits a...more

Shearman & Sterling LLP

Reversing A Dismissal, Delaware Supreme Court Declines To Apply Ratification Defense For Discretionary Compensation Awards Under...

by Shearman & Sterling LLP on

On December 13, 2017, the Delaware Supreme Court reversed the Court of Chancery’s dismissal of fiduciary duty breach claims brought derivatively by stockholders of Investors Bancorp, Inc. against its directors in connection...more

Stinson Leonard Street - Dodd-Frank and the...

Director Discretionary Compensation Awards Tested by Entire Fairness Standard According to Delaware Supreme Court

The Delaware Supreme Court found in In re Investors Bancorp Stockholders Litigation that director equity grants based on director discretion are subject to an entire fairness standard of review. ...more

Fenwick & West LLP

Equity Compensation Rules Continue to Change in Latest Proposed Tax Reform Bill

by Fenwick & West LLP on

The tax reform bill passed by the Senate early Saturday morning, December 2, in a 51-49 vote contained a number of last-minute amendments which, among other things, continue to leave key equity compensation rules in flux....more

Dentons

Legislative developments: Tech sector dodges blow and picks up limited win under tax reform bills—for now

by Dentons on

Technology sector startups and other emerging growth companies that typically rely on equity compensation to attract talent should be relieved—for now—by the Tax Cuts and Jobs Act bill (HR 1) passed by the House on November...more

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