News & Analysis as of

Stock Options Securities & Exchange Commission

At Last! Relaxation of Federal Securities Regulations for Private Company Stock Incentive Awards may be on the Horizon

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

Blog: SEC Advisory Committee Recommends Changes To Rule 701

by Cooley LLP on

On Wednesday of last week, at the final meeting of the SEC Advisory Committee on Small and Emerging Companies (soon to morph into the Small Business Capital Formation Advisory Committee), the Committee heard a presentation on...more

State Securities Laws – Granting Options and Equity Comp in the United States

by Dorsey & Whitney LLP on

A Canadian company that proposes to grant stock options or other types of equity compensation to persons in the United States must comply with the securities laws of the state in which the recipient is located, unless the...more

New Approach for the Assumption of Options in M&A

by Dorsey & Whitney LLP on

A Canadian SEC reporting company that looks to acquire a company with outstanding equity grants in the United States will frequently need to address the question: What alternatives are available for the assumption of the...more

New C&DI’s on Fee Calculations and Form S-8

The SEC issued three new C&DIs on fee calculations: Question 240.11 - Question: An issuer has a Form S-8 on file that registers shares of common stock to be issued upon the exercise of outstanding options. ...more

Blog: Are Stock Options A Counterweight To Whistleblower Bounties?

by Cooley LLP on

A new academic study, “Rank and File Employees and the Discovery of Misreporting: The Role of Stock Options,” finds that companies that flout financial reporting rules tend to grant more stock options than their peers that...more

The SEC Audit Trail – Several Industry Groups See Problems as Currently Proposed

Last week, several securities industry groups filed critical responses to the SEC’s plan for an audit trail. While most groups that commented on the SEC’s proposed regulation supported implementing the proposal, several had...more

A Hollow Nickel, Hollywood And Texas Gulf Sulphur

by Allen Matkins on

If you’ve taken a course in securities law, you’ve undoubtedly heard of, and I hope have read, SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 (2d Cir.), cert. denied, 394 U.S. 976 (1968). That case is famous for the Second...more

SEC Proposes Rule Requiring Executive Compensation Clawbacks

On July 1, the Securities and Exchange Commission proposed for public comment a new rule and rule amendments to implement provisions of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. In...more

Executive Compensation Alert: SEC Proposes “Clawback” Rules for Executive Compensation

by Fenwick & West LLP on

On July 1, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules directing the national securities exchanges (NYSE, NASDAQ, etc.) to create listing standards requiring listed companies to implement policies...more

Executive Compensation Alert: SEC Proposes “Clawback” Rules for Executive Compensation

by Fenwick & West LLP on

On July 1, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules directing the national securities exchanges (NYSE, NASDAQ, etc.) to create listing standards requiring listed companies to implement policies...more

SEC proposed rule would require new "pay versus performance" table in proxy statements

by Dentons on

As public companies navigate the 2015 proxy season, a potential change to executive compensation disclosure is on the horizon. The US Securities and Exchange Commission (SEC) has proposed new rules to implement the...more

Is Exercising Employee Stock Options Illegal Insider Trading? Maybe

by Morrison & Foerster LLP on

Amidst the flurry of Securities and Exchange Commission (SEC) cases involving improper employee stock option backdating several years ago, many commentators opined on the potential insider trading implications of companies'...more

When It Comes To Proxy Statements, The U.S. District Courts May Not Be So Exclusive After All

by Allen Matkins on

A recent ruling by Vice Chancellor Donald F. Parsons, Jr. caused me to ponder why a case involving alleged misstatements in a proxy statement filed with the Securities and Exchange Commission wasn’t immediately tossed out on...more

Court Holds That Plan Sponsor’s SEC Filings Were Incorporated By Reference Into Retirement Plan’s Summary Plan Description and...

by Williams Mullen on

The U.S. Court of Appeals for the Ninth Circuit has held that an ERISA-regulated employee stock-ownership retirement plan’s incorporation by reference of the plan sponsor’s statements to the Securities and Exchange Commission...more

Corporate and Financial Weekly Digest - August 16, 2013

In this issue: - SEC Issues Risk Alert on Options Trading Used to Evade Short-Sale Requirements - SEC Order Temporarily Exempting Certain Broker Dealers and Certain Transactions from the Recordkeeping and...more

Foreign Listed Stock Index Futures and Options Approvals Chart

Attached please find the updated Foreign Listed Stock Index Futures and Options Approvals Chart, current as of February 21, 2013. All prior versions are superseded and should be discarded. Neither the CFTC nor the SEC has...more

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