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.
The SEC has issued two proposals to update Form S-8 and Rule 701. The first proposal would modernize Form S-8 and Rule 701. The second proposal would allow companies to temporarily rely on Form S-8 and Rule 701 to issue equity awards to gig workers.
This Cooley alert summarizes the SEC's amendment to the Rule 701 disclosure threshold and the SEC's 2018 concept release on Rule 701 and Form S-8.
The alert describes the SEC’s recent amendment to increase the disclosure threshold in Rule 701 to $10 million (up from $5 million) and the SEC’s concept release of proposed changes to Rule 701 and Form S-8.
This article provides a summary of key issues to consider when issuing stock options to service providers.
What does the NASPP think about the SEC’s proposals to modernize Rule 701 and Form S-8? Here is a summary of our comments to the SEC.
Does your ride-share driver have stock options? Does the person who delivered your dinner last night have RSUs? They don't right now, but under a new SEC proposal, they might be able to receive equity awards in the future.
The SEC looks to make it easier for private companies to issue compensatory equity awards to employees and other service providers, including increasing issuance limits and simplifying required disclosures.
Release No. 33-10521. SEC concept release on proposed modernization of Rule 701 and Form S-8.
Release No. 33-10520. SEC amendment to Rule 701 to increase the threshold at which private companies must make additional disclosures to employees to $10 million (from $5 million), as required under the Economic Growth, Regulatory Relief & Consumer Protection Act.
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