The U.S. Securities and Exchange Commission (SEC) recently proposed for comment amendments to Rule 701 and Form S-8 to address the major changes that have taken place in recent years in companies' compensation practices and...more
On November 24, 2020, the US Securities and Exchange Commission (SEC) proposed for comment amendments to Rule 701 under the Securities Act of 1933, which is the exemption from the registration requirements relied upon most...more
Private companies in the gig economy like Uber, Airbnb and GrubHub would love to issue compensatory equity to their platform participants, just like they’re able to do with their employees. ...more
Rule 701 Prior to Amendment: Reliance on Securities Act Rule 701, a securities registration exemption for non-reporting issuers with respect to equity awards granted pursuant to a written compensatory plan, required special...more
In a previous WSGR Alert, we noted a mandate under the Economic Growth, Regulatory Relief, and Consumer Protection Act which directed the U.S. Securities and Exchange Commission (the SEC) to raise the applicable threshold...more
Last week, the U.S. Securities and Exchange Commission (the “SEC”) (i) approved the increase of the threshold at which private companies must provide financial disclosures in private company compensatory Rule 701 offerings...more
SEC increases Rule 701(e) disclosure threshold to $10 million, effective immediately, and explores revamp of Rule 701 and Form S-8. The final rule increasing the Rule 701(e) disclosure threshold to $10 million leaves open...more
On July 18, the Securities and Exchange Commission adopted an amendment to Rule 701 increasing the threshold that triggers the Rule’s disclosure requirements. As background, Rule 701 provides an exemption from the...more
Increased 701 Disclosure Threshold - The U.S. Securities and Exchange Commission unanimously voted on July 18 to adopt final amendments to Rule 701, which provides private companies an exemption from registration for...more
On July 18, 2018, the Securities and Exchange Commission (SEC) amended Rule 701(e) of the Securities Act of 1933 (Securities Act), as mandated by the Economic Growth, Regulatory Relief, and Consumer Protection Act. The...more
The SEC today issued final rules to amend Securities Act Rule 701, which provides an exemption from registration for securities issued by private companies pursuant to compensatory arrangements, such as equity plans. As...more
The U.S. Securities and Exchange Commission brought an action against San Francisco-based Credit Karma on March 12 for issuing employee stock options without a valid registration exemption because the issuer failed to satisfy...more
Many privately held companies rely on equity compensation awards (typically stock options) to recruit, retain and motivate key employees and other service providers. The issuance of such equity compensation awards generally...more
On September 12, 2017, the Senate passed the Encouraging Employee Ownership Act of 2017 (H.R. 1343) which directs the SEC to revise Rule 701 of the Securities Act of 1933 (the "Securities Act") to increase the threshold that...more