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
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
This blog is the first post in a four-part series. Part I will provide a high-level summary of stock option basics....more
Business is back . . . Sort of- As the country begins its hoped-for recovery from the disruptive economic effects of the COVID-19 virus – or, more accurately, from the measures implemented by government to contain the...more
Equity compensation can be different in LLCs and corporations. LLCs have the benefit of using a special equity compensation tool called a “profits interest.” Unlike a traditional stock option, which represents a right to...more
There are a variety of forms that equity compensation can take, but the two most prevalent in the startup environment when the startup is a corporation are restricted stock and stock options. Many new entrepreneurs are...more
Here are ten common questions I receive from clients about issuing equity (stock or options) to service providers (advisors/directors/officers/employees/consultants)...more
An election introduced as part of the 2017 Tax Cuts and Jobs Act allows taxpayers to defer the recognition of taxable income with respect to certain categories of compensatory stock options and restricted stock units (RSUs)....more
Startup clients often rely on independent contractors and advisors during their early stages but do not have the cash to pay them, so they turn to equity compensation. Stock options are a great incentive tool, but founders...more
On November 2, 2017, Congressman Kevin Brady of Texas, Chairman of the House Ways and Means Committee, introduced the Tax Cuts and Jobs Act (the "Proposed Bill") in the U.S. House of Representatives. The Proposed Bill...more
A Canadian company (the employer) historically has not issued equity-based awards to employees of its U.S. subsidiaries, but it now is considering doing so. Past posts have addressed potential U.S. income tax pitfalls and the...more
As we have previously reported, the Delaware Chancery Court recently dismissed the stockholder class action suit In re Columbia Pipeline Group, Inc. Stockholder Litigation, C.A. No. 12152-VCL (Del. Ch. Mar. 7, 2017),...more
As the 2017 proxy season approaches, companies may be preparing to solicit shareholder approval for a new, or an amendment to an existing, equity incentive plan. In doing so, companies should keep in mind the positions of...more
History is all too often repeated when start-up founders fail to plan for when (not if) they don’t see eye-to-eye. Relationship breakdowns and messy founder departures are common root causes of start-up failures. Common...more
There’s no legal definition for “founder,” but it is one of the most important roles in a startup. Designating someone a founder means a lot for the long-term future of the company and for that individual; it is the founders...more
Any number of factors can trigger a tech company’s exit: worn-out founders, anxious investors, industry consolidation, or wild, Instagram-like success. As tech founders and executives contemplate the possibility and timing of...more
The importance of time-based vesting for equity and/or rights to acquire equity granted to founders and subsequent employees of venture-backed companies should not be understated. Equally important is what events should cause...more