What Non-US Startups Need to Know About Granting Stock Options
What Every Start Up Should Know About Stock Options
Common Equity Plan Pitfalls
Why is a 409A Valuation Important?
Early Exercise Stock Options
Nowotny on Death and Taxes Episode 6 Surfs Up Dude! High Tech Tax Solutions for High Tech Workers
Episode 26: Talking Tax Reform and Executive Comp
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
Can we keep our heads (and options) above water? As we enter the middle of the first quarter of 2024, many management teams and boards are still asking themselves this question. Volatility in equity markets has, for many...more
Process still matters. That’s the main takeaway from the Delaware Court of Chancery’s 200-page opinion striking down Tesla’s 2018 incentive package awarded to Elon Musk. The court rescinded the incentive package mainly...more
Stock options are typically a critical component of a private company’s ability to recruit, incentivize and retain key talent. Particularly for early-stage companies, rewarding equity packages can help make up for the gap...more
On August 25, 2023, the staff of the U.S. Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued guidance to address certain open questions on the amendments to Rule 10b5-1 and related disclosure...more
In this four-part series, we explore several of the most commonly-considered option program enhancements emerging companies may consider as they strive to make their stock option programs as compelling as possible to recruit...more
In May 2023, the Securities and Exchange Commission (SEC) amended its rules to significantly increase the disclosures public companies must make about repurchases of their equity securities. The recent amendments are the...more
On May 3, 2023, the Securities and Exchange Commission adopted amendments to Item 703 of Regulation S-K which were proposed in December 2021 as part of the SEC’s goal of “improving the quality, relevance and timeliness” of...more
As a result of recent market trends, US public companies and their compensation committees face challenging decisions as they seek to maximize shareholder value while retaining and competitively incentivizing key employees....more
Given the recent volatility in the national markets, the stock prices of many publicly-traded companies have declined significantly, resulting in an increasing number of service providers holding underwater stock...more
The requirements under Chapter 17 of the Listing Rules applicable to share option schemes will also govern share award schemes under the amendments that will become effective 1 January 2023. Both share option schemes...more
Given recent declines in equity value in a variety of segments of the economy (technology in particular), a number of clients have asked us what levers are available for retaining talent. While they are rare and while we...more
On December 15, the SEC proposed rules to address two stated priorities for the agency under Chair Gary Gensler: modernizing disclosure of share repurchases and curbing perceived abuses around Rule 10b5-1 and insider trading....more
Last week, the SEC announced the adoption of Staff Accounting Bulletin No. 120 (SAB 120), which provides guidance for companies as to how they should recognize and disclose the cost of providing “spring-loaded” awards to...more
May a California corporation issue shares that are convertible ex proprio motu into shares of any other class or series or any other of its securities? The answer is "yes" but only if that right is provided in the articles...more
For companies knee deep in proxy statement drafting and 2021 executive compensation decisions, we recommend a quick refresher on Glass Lewis’ December 2020 Approach to Executive Compensation in the Context of the COVID-19...more
Shareholders' agreements in closely held corporations frequently grant the corporation and/or the other shareholders the right to repurchase a shareholder's shares if the shareholder ceases to be an employee of the company. ...more
COVID-19 induced declines in private and public company valuations have left many employee stock options “underwater” or “out-of-the-money”, i.e., exercise prices exceeding fair market value. This is a problem for employees...more
As 2019 comes to an end, we are happy to present our traditional End of Year Plan Sponsor “To Do” Lists. This year, we present our “To Do” Lists in four separate Employee Benefits Updates. Part 1 covered year-end health and...more
Quick: Does your company have any insiders who either now or in the future may own $90 million or more in company stock? The CEO? The founder? A member of the board? If so, then now is the time for a crash course in the...more
From time to time, and primarily when the economy is booming, allowing stock options to be “early exercised” - that is, allowing options to be exercised before they are vested - becomes in vogue. We are in one of those times....more
Energy markets continue to be volatile and producers continue to hedge. During the first three quarters of 2018, gas prices remained relatively flat while crude prices had a bumpy climb from $60/bbl to nearly $75/bbl. The...more
IRS guidance on new law permitting income tax deferral for private company equity compensation awards provides clarity by introducing more rules. The Section 83(i) deferral opportunity is only available for awards granted...more
The following is an update to an important Delaware case relating to the applicable standard of review for challenged actions involving the setting of director compensation. ...more
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