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NASPP Essentials

Securities Law Considerations for Private Companies
Oct 09,2020

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

SEC Proposes Updates to Form S-8 and Rule 701
Jan 11,2021

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.

SEC Amends Rule 701(e) and Issues Concept Release Regarding Rule 701 and Form S-8
Aug 31,2018

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.

SEC Amends Rule 701 and Seeks Comment on Changes to Rule 701 and Form S-8
Jul 23,2018

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.

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Stock Options to Service Providers
Aug 30,2007

This article provides a summary of key issues to consider when issuing stock options to service providers.

NASPP Comments on Rule 701 and Form S-8 Modernizations
Mar 02,2021
Barbara Baksa

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.

SEC Would Like to Make it Easier to Offer Stock to Gig Workers
Jan 12,2021
Barbara Baksa

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.

SEC Proposes Updates to Rule 701
Dec 22,2020
Barbara Baksa

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.

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Regulations & Statutes

SEC Concept Release on Rule 701 and Form S-8
Jul 18,2018

Release No. 33-10521. SEC concept release on proposed modernization of Rule 701 and Form S-8.

Rule 701 Update to Increase Additional Disclosure Threshold
Jul 18,2018

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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The National Association of Stock Plan Professionals is the largest and oldest professional association for the stock and executive compensation community, with over two decades of leadership providing expert resources, education and other benefits for our more than 6,000 members across 32 affiliated chapters.


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