Category Archives: Stock Options and ESPPs

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Senate Stays Up Late to Approve Tax Bill

Early in the morning on Saturday, December 2, 2017 (it was nearly 2 AM Eastern!), the Senate voted 51-49, drawn mostly along party lines, to pass its version of the tax reform bill described in our previous blog posts Thanksgiving Tax Frenzy – New Tax Bill Proposes Executive Compensation Changes That Could Derail Deferred Compensation … Continue Reading

Startups Have Much To Be Thankful For – Senate Amendments to New Tax Bill Remove Deferred Compensation and Stock Options from Endangered Species List

As discussed in our November 14, 2017 blog post, Thanksgiving Tax Frenzy – New Tax Bill Proposes Executive Compensation Changes That Could Derail Deferred Compensation and Stock Options, the evolution of the Tax Cuts and Jobs Act bill in both the House and the Senate is very fluid. No sooner had we posted the previous entry … Continue Reading

Thanksgiving Tax Frenzy – New Tax Bill Proposes Executive Compensation Changes That Could Derail Deferred Compensation and Stock Options

Congress has been in a frenzy to try and get new tax legislation passed by Thanksgiving, and members of the House and Senate would presumably rather be enjoying a feast rather than drafting and analyzing additional tax provisions when Turkey day rolls around. This blog addresses the executive compensation related provisions in the proposed new tax … Continue Reading

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 needs to comply with, among other things, federal securities laws.  Most commonly, private company issuers of equity compensation awards rely on federal Rule 701 … Continue Reading

Reminder to Perform Annual ISO/ESPP Reporting in January 2017

As discussed in our December 16, 2010 blog article, the IRS issued final regulations in 2009 under Section 6039 of the Internal Revenue Code (the “Code”) that require Employers to annually furnish each employee who exercised incentive stock options (“ISOs”) or sold or otherwise transferred shares acquired under an employee stock purchase plan (“ESPP”) during … Continue Reading

Reminder to Perform Annual ISO/ESPP Reporting in January 2016

As discussed in our December 16, 2010 blog article, the IRS issued final regulations in 2009 under Section 6039 of the Internal Revenue Code (the “Code”) that require Employers to annually furnish each employee who exercised incentive stock options (“ISOs”) or sold or otherwise transferred shares acquired under an employee stock purchase plan (“ESPP”) during … Continue Reading

Back To The Future – Should Stock Incentive Plans Impose Grant Limits on Non-Employee Director Awards?

On April 30, 2015, the Court of Chancery of the State of Delaware rendered an important case decision in a procedural matter dealing with the equity compensation  of non-employee members of a company’s board of directors (see Calma v. Templeton, Delaware Court of Chancery C.A. No. 9579-CB) (“Calma”).  As we discuss in this blog, companies … Continue Reading

As 2015 Proxy Season Looms, Companies Should Consider Scrutinizing Stock Incentive Plans and Equity Grant Practices in Light of New ISS Equity-Based Compensation Plan Scorecard Policy

As discussed in our October 21, 2014 blog article, Institutional Shareholder Services Inc. (“ISS”), a proxy voting advisor, instituted changes in its process for evaluating equity incentive compensation plan proposals which are being submitted for shareholder approval.  These changes were effective for shareholder meetings occurring on or after February 1, 2015.  ISS has released a … Continue Reading

Reminder to Perform Annual ISO/ESPP Reporting in January 2015

As discussed in our December 16, 2010 blog article, the IRS issued final regulations in 2009 under Section 6039 of the Internal Revenue Code (the “Code”) that require Employers to annually furnish each employee who exercised incentive stock options (“ISOs”) or sold or otherwise transferred shares acquired under an employee stock purchase plan (“ESPP”) during … Continue Reading

Changes on Horizon for Equity Compensation Plans as ISS Issues New Draft Policy

Recent announcements by Institutional Shareholder Services Inc. (“ISS”), a proxy voting advisor, indicate that publicly held U.S. companies may need to consider implementing certain modifications to their equity compensation plans and grant practices.  Among other things, ISS provides its institutional investor clients with recommendations on how to vote on issuer proposals (such as the adoption … Continue Reading

Reminder to Perform Annual ISO/ESPP Reporting in January 2014

As discussed in our December 16, 2010 blog article, the IRS issued final regulations in 2009 under Section 6039 of the Internal Revenue Code (the “Code”) that require Employers to annually furnish each employee who exercised incentive stock options (“ISOs”) or sold or otherwise transferred shares acquired under an employee stock purchase plan (“ESPP”) during … Continue Reading

Reminder to Perform Annual ISO/ESPP Reporting in January 2013

As discussed in our December 16, 2010 blog article, the IRS issued final regulations in 2009 under Section 6039 of the Internal Revenue Code (the “Code”) that require Employers to annually furnish each employee who exercised incentive stock options (“ISOs”) or sold or otherwise transferred shares acquired under an employee stock purchase plan (“ESPP”) during a year with … Continue Reading

Reminder to Prepare for Annual ISO/ESPP Reporting in January 2012

Summary As discussed in our December 16, 2010 blog article, the IRS issued final regulations in 2009 under Section 6039 of the Internal Revenue Code (the “Code”) that require Employers to annually furnish each employee who exercised incentive stock options (“ISOs”) or sold or otherwise transferred shares acquired under an employee stock purchase plan (“ESPP”) … Continue Reading

Time for Corporations to Get Ready to Issue Annual ISO/ESPP Information Statements and File New Information Returns with IRS; IRS Releases New Forms and Instructions

In January 2011, Employers must furnish each employee who exercised incentive stock options (“ISOs”) or sold or otherwise transferred shares acquired under an employee stock purchase plan (“ESPP”) during 2010 with a detailed information statement by January 31, 2011, and must also file an information return with the Internal Revenue Service (the “IRS”) by February … Continue Reading

IRS Issues New Final Regulations for Employee Stock Purchase Plans (“ESPP”)

The Internal Revenue Service (the “IRS”) issued final regulations on November 17, 2009 relating to options granted under an ESPP as defined in section 423 of the Internal Revenue Code (the “Code”). Also, on the same date, the IRS issued new reporting requirements for ESPPs (see our November 19, 2009 blog). Under an ESPP, an employee can … Continue Reading

IRS Issues Final Regulations Regarding Annual ISO/ESPP Reporting Requirements

The Internal Revenue Service (the “IRS”) has issued final regulations regarding the information return and information statement requirements under Section 6039 of the Internal Revenue Code.  Section 6039 was amended in 2006 to require corporations to file an information return with the IRS (the “Return”) and furnish a written information statement (the “Statement”) to each … Continue Reading

Mandatory Stock Option Exercises – A Benefit for Both Employer and Executive?

One question facing public companies is whether or not to implement a stock ownership policy for its senior executives. In essence, a stock ownership policy requires each covered executive to hold a specified minimum amount of company stock. Corporate governance reform advocates routinely call for companies to establish stock ownership requirements including imposing hold until … Continue Reading

Proposed Regulations Revise Annual ISO/ESPP Reporting Requirements

On July 16, 2008, the Internal Revenue Service (“IRS”) issued proposed new regulations relating to the information return and information statement requirements under Section 6039 of the Internal Revenue Code. As we reported in our January 24, 2008 blog article, Code Section 6039 requires corporations to file an information return with the IRS (the “Return”) … Continue Reading
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