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NASPP Essentials

Securities Law Considerations for Private Companies
Jul 23,2018

When presented with a securities law question, both the federal securities laws, which include the Securities Act of 1933 and the Securities Exchange Act of 1934, and state securities laws, which will include the laws of the state of the company's principal place of business and each state in which the company proposes to offer and sell securities to its employees, must be considered. This article addresses considerations under the Securities Act of 1933, with a brief discussion of similar considerations at the state level.

Latest Developments

IRS Issues Guidance on New Section 83(i)
Dec 20,2018

This article summarizes Notice 2018-97, which the IRS issued to provide guidance on certain aspects of new code Section 83(i).

Practical Implications of Section 83(i) Option and RSU Tax Deferral
Jun 19,2018

This Wilson Sonsini alert takes an in-depth look at the deferral opportunity available for qualified equity grants under new code Section 83(i), as created by the Tax Cuts and Jobs Act.

SEC Fines Private Company in First Enforcement Action from Rule 701 Investigation
Mar 15,2018

The U.S. Securities and Exchange Commission brought an action against San Francisco-based Credit Karma on March 12 for issuing employee stock options without a valid registration exemption because the issuer failed to satisfy the requirements of Securities Act Rule 701.

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US Tax Reform: Qualified Equity Grants by Private Companies Under Newly Added Section 83(I)
Jan 12,2018

This Deloitte article provides a summary the treatment of qualified equity grants by certain private companies under newly created Section 83(i) of the Internal Revenue Code. Section 83(i) was added to the tax code by the Tax Cuts and Jobs Act.

New Section 83(i)—Qualified Equity Grants Permit Employees to Defer Taxes on Stock Options or RSUs
Jan 11,2018

This Trucker Huss alert explains why qualified equity grants can be a helpful tax strategy for employees and an excellent recruiting, retention and incentive program for employers. It also reviews the statutory requirements for establishing a qualified equity grant program for eligible employees of an eligible corporation.

Equity Compensation for Private Companies: The Six Pitfalls to Avoid
Jan 04,2015

This white paper describes several prominent and common pitfalls that private companies will want to avoid in the design and administration of their equity incentive plans.

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Private Company Unicorns: How Expiring Options are Changing Plan Design
Oct 03,2019
Jennifer Namazi

Private company unicorns are facing longer paths to IPO, unprecedented valuations, and the potential for options to expire before a liquidity event. Find out how some companies are leveraging plan design to address these issues.

Six Reasons Why Section 83(i) Is a Trap
Jan 15,2019
Barbara Baksa

What does Tom Petty have to do with stock compensation? Find out, along with six reasons why Section 83(i) isn't all it's cracked up to be. Plus a cute cat pic.

IRS Notice 2018-97 Provides Guidance on Section 83(i)
Jan 03,2019
Barbara Baksa

IRS Notice 2018-97 provides guidance on key aspects of the deferral opportunity for employees of private companies under Section 83(i), including the 80% requirement, tax withholding requirements, and whether companies can opt out of granting Section 83(i) qualified awards.

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Sample Documents

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Podcasts

Regulations & Statutes

Notice 2018-97: Guidance on the Application of Section 83(i)
Dec 07,2018

This notice provides guidance on key requirements the apply to qualified equity grants under Section 83(i).

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