New SEC disclosure requirements take effect soon. Together with recent accounting guidance, it’s timely for companies to review their equity grant practices and any vulnerabilities to criticism for “spring-loading” or...more
If you ever want to see a benefits lawyer get nervous, start talking about corporate intent. Yes, the company intended to grant options at an earlier and lower exercise price, and yes it may have made promises to the...more
What’s the Best Choice of Entity? When we work with founders to start their business, the question of which type of entity to form is often their first question. For many high-growth companies that are planning to obtain...more
While a global contingent workforce may be an extension of a company’s internal workforce for all practical purposes, legally, it is a separate and distinct group of nonemployees. That can create a number of obstacles...more
In Knight v. Miller et al the Delaware Court of Chancery considered, among other things, whether the acceptance of an equity grant violated fiduciary duties. The case was before the Court on a motion to dismiss....more
Some years ago, I published an article on the importance of understanding the tax rules applicable to equity grants, with a particular focus on being aware of the timing rules for filing an 83(b) election and the importance...more
Brief commentary on recent cases, rulings, notices, and related federal tax guidance as of December 14, 2021. U.S. Agreements Expand Potential Tax Credits for Digital Service Taxes - The global tax landscape is...more
This week we’re changing the station on the Benefits Dial to remind private companies who are granting securities to their employees of the importance of complying with Rule 701. Rule 701 of the Securities Act of 1933...more
This LawFlash discusses awarding equity grants to newly hired employees as “inducement grants” outside the shareholder approved plan and the pros and cons of making inducement grants....more
The stock market has had record declines and many businesses are shuttered, at least temporarily. Long-term prospects may still be positive but in the near-term the value of many entities has reduced. Are there transactions...more
The COVID-19 outbreak has had a swift and volatile impact on business operations and the financial markets. Because this is occurring simultaneously with the annual incentive award cycle of many companies, immediately at...more
The US M&A market delivered another year of strong performance in 2018. Though deal volume dipped 2 percent year-on-year to 5,682 deals, deal value was up by 15 percent over the period, to US$1.5 trillion - A number of...more
Many employers make annual employee equity grants in late February and March. This year, companies should review their form equity award agreements to determine whether a different form is needed for participants who live or...more
Airbnb and Uber add support to revision of Rule 701 to dramatically expand availability of Rule 701 for equity grants by “gig economy” companies. Airbnb and Uber want the SEC to reform Rule 701 to permit equity issuances...more
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
Late last year, Congress passed the Tax Cuts and Jobs Act (the “Act”) and it was quickly signed by the President. The Act seeks to reform the current tax system and contains numerous provisions that may be significant to...more
The adoption of Internal Revenue Code Section 83(i) under recent US tax reform will allow certain private company employees to defer federal income tax on eligible stock options and restricted stock units for up to five years...more
Beyond cutting individual tax rates temporarily and slashing corporate taxes to 21 percent permanently, the Tax Cuts and Jobs Act includes new options in the taxation of certain employee equity awards....more
On December 15, 2017, the House and Senate conference committee agreed on the terms of the final tax reform bill, previously referred to as the “Tax Cuts and Jobs Act” (the “Act”), which was subsequently approved by both...more