One of the option of SECURE 2.0 is allowing employers to offer partricipants the right to Roth Employer contributions where they can pay the taxes upfront, and get tax free treatment on employer contributions....more
This article is the seventh and final in our series on equity-based compensation. It will provide an overview of special considerations for publicly-traded companies when granting equity awards, including the impact of proxy...more
As part of US tax planning for founders, employees, board members, and other individual service providers who receive equity that is subject to vesting in connection with their services, Section 83(b) elections are frequently...more
The founders and exec team are a critical component of an early-stage company’s business value. In a previous article, we provided detailed guidance on the comparison of U.S. and UK market practices in relation to equity...more
Forfeiture funds in 401(k) plans represent a unique asset pool with specific regulatory requirements and practical applications. Forfeiture funds arise when participants terminate employment with the company before becoming...more
I’m often asked by clients whether startups should have a separate stockholders’ agreement among the founders. The answer largely depends on whether they have or will have certain other startup documents in place....more
On October 11, 2024, Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, updated their Equity Compensation Policies Frequently Asked Questions (“FAQs”) to define what it means for a clawback policy...more
Most entrepreneurs dream of someday selling their company. There are several steps they should be taking well in advance to ensure a profitable exit. Procopio Partner Bill Eigner identified 8 key steps business owners should...more
The September 2024 Section 7520 rate for use with estate planning techniques such as CRTs, CLTs, QPRTs and GRATs is 4.8%, a decrease from the August 2024 rate of 5.2%. The September applicable federal rate (“AFR”) for use...more
As far back as I can remember, the end of August has always elicited a sense of dread comparable to what many schoolchildren, and a fair number of adults, experience every Sunday afternoon. In retrospect, I cannot say that...more
This article is the third in our series on equity-based compensation intended to assist employers with answering a common question: What type of equity compensation award is best for our company and our employees?...more
Case law about virtual employee participation programs (VSOP), which are still the predominant form of employee participation in German start-ups, are rare. Earlier this year, the Regional Labour Court of Munich upheld...more
Do you have an employment agreement? Should you have an employment agreement? We are often asked whether founders need written employment agreements with their companies. Every company's culture is different. Often founders...more
Understanding market trends and effective planning strategies can yield improved financial results for start-ups and growth companies. Starting your start-up. What type of entity you form impacts your taxes, which hits your...more
The Setting Every Community Up for Retirement Enhancement Act of 2019 (SECURE Act) introduced the Long-Term Part-Time (LTPT) rules. These rules aim to address the retirement needs of long-term part-time employees who have...more
In holding that that Treas. Reg. § 1.170A-14(g)(6)(ii) (Proceeds Regulation) is procedurally invalid under the Administrative Procedure Act (APA), the U.S. Tax Court abandoned its precedent in Oakbrook Land Holdings, LLC v....more
For an employee who is a U.S. taxpayer, both the employer and the employee are liable for a portion of Social Security taxes and Medicare taxes (collectively referred to as “FICA” taxes) on the employee’s compensation. ...more
Employers that sponsor 401(k) or 403(b) plans should be aware of eligibility and participation rules for their long-term, part-time (LTPT) employees. Historically, such plans could exclude employees who worked fewer than...more
The Internal Revenue Service (IRS) gave plan sponsors an early Christmas gift with the release of new guidance late last year addressing several key provisions contained in SECURE 2.0. A welcome portion of the notice was...more
When the original SECURE Act was passed in 2019, compliance with its new long-term part-time employee rule seemed far in the future—way out to January 1, 2024. Well, that time is nearly upon us, so sponsors of 401(k) plans...more
Approaching Year End- Which holiday do you dread the most? For me, it has always been, and likely will always be, Labor Day. Of course, with each passing year, anything that I describe as “always” is less meaningful than...more
ESOPs can pay fair market value for the stock: Stock purchased by an ESOP must be appraised by an independent third party expert working with a trustee for the ESOP who must also be independent from the seller. The ESOP is...more
Having worked with and counseled countless startups over the years, I often see founders and entrepreneurs make key mistakes that inevitably create problems down the road. These key mistakes can cost time and money to...more
Consider this fairly typical situation. Four years ago, employee Emma was granted an incentive stock option (ISO) to purchase 100,000 shares with an exercise price of $0.86 per share. Emma’s award is fully-vested and she...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