Resources - Simple List

  • IRS Issues Guidance on Section 162(m) Amendments

    August 27, 2018

    This client alert by Baker McKenzie summarizes IRS Notice 2018-68, which clarifies certain aspects of the expansion of Section 162(m) under the Tax Cuts and Jobs Act. This alert summarizes the IRS’s guidance on who is a covered employee and the types of arrangements that are eligible for the grandfather provision.
  • FAQ: U.S. Equity Compensation Plans (2017)

    August 06, 2018

    Proxy advisory firm ISS provides an FAQ addressing questions about how they evaluate U.S. equity plans.
  • SEC Concept Release on Rule 701 and Form S-8

    July 23, 2018

    Release No. 33-10521. SEC concept release on proposed modernization of Rule 701 and Form S-8.
  • The ClearBridge 100 Report

    July 20, 2018

    This ClearBridge 100 Report presents findings on various executive compensation policies, including compensation recovery (clawback) policies, stock ownership guidelines and post-vesting holding requirements, anti-hedging policies and anti-pledging policies, and target compensation positioning philosophies. The ClearBridge 100 is comprised of 100 S&P 500 companies.
  • Guide to Transferable Options

    July 12, 2018

    The Nonqualified Stock Option Plan now allows certain plan participants to transfer their vested nonqualified options to family members. This communication outlines the purpose, tax consequences to U.S. optionees and procedures to transfer your options if you, upon the advice of your financial and/or tax advisor, determine that a transfer is appropriate for you. This outline is not intended to be exhaustive and does not address the taxation of options under the laws of any state, municipality or any non-U.S. jurisdiction in which you may reside.
  • Valuing Private Company Stock and Stock Options

    June 12, 2018

    This interview with Joan M. D’Uva of EisnerAmper explains the rules that apply to valuation of private company stock for Section 409A purposes.
  • Stock Plan Administration During an IPO

    June 12, 2018

    A checklist of tasks to complete as you prepare your stock plan for an IPO.
  • Keys to Tax Compliance Readiness When a US Nonresident Director Joins a US Board

    June 11, 2018

    With increasing frequency, U.S. companies are electing or appointing non-U.S. tax residents to serve on their board of directors. Therefore, it is important to be aware of the U.S. and foreign tax obligations that must be met and issues that arise when a U.S. nonresident director joins the board.
  • Are You Ready for This Year's UK Annual Share Plan Reporting?

    April 21, 2018

    UK share plan returns for 2017–18 must be filed with HMRC by July 6, 2018. Early submission is encouraged to avoid penalties.
  • Rule 701 Refresher and Updates

    April 20, 2018

    The SEC issued additional guidance in late 2017 to assist companies in complying with the heightened disclosure requirements under Rule 701. This article discusses this new guidance and provides a brief overview of the key requirements of Rule 701.
  • Cryptocurrency Compensation: A Primer on Token-Based Awards

    March 22, 2018

    Tokens have nudged into the mainstream with “initial coin offerings” (ICOs) and the blockbuster rises—and drops—in the prices of cryptocurrencies. An emerging trend sees companies leveraging the value of tokens to compensate founders, directors, employees, consultants and others. Just as with traditional equity-based compensation, token-based compensation has significant legal implications.
  • Treatment of Stock Compensation in Diluted Earnings Per Share

    November 28, 2023

    This article summarizes how various types of stock awards impact diluted earnings per share and includes several examples.
  • SEC Issues Guidance on Pay Ratio Disclosure

    September 27, 2017

    A summary of the SEC's newly issued guidance on the CEO pay ratio disclosure, with easy-to-read bulleted lists.
  • White Paper on Beneficiary Designations in Equity Plans

    September 05, 2017

    The purpose of this white paper is to highlight the problems with using beneficiary designations in equity plans.
  • GRIST Report: 'Grant date' communication requirement for stock compensation

    September 04, 2017

    This GRIST was revised to provide further explanation of the old APB 25 and FAS 123 "grant date" definition and the changes in FAS 123(R) in the Grant date definition and Existing practice and new interpretation sections 
  • Balancing Act: Trends in 10b5-1 Adoption and Oversight

    August 16, 2017

    Report on the Morgan Stanley/NASPP 10b5-1 Survey of 325 companies.
  • Complying with New Section 409A Guidance

    August 13, 2017

    The Internal Revenue Service (IRS) recently issued interim guidance on Section 409A of the Internal Revenue Code in the form of Notices 2006-100 and 2006-79.
  • Vendor Evaluation and Analysis

    August 13, 2017

    Working well with your product and service providers is a key component to a successful equity compensation program. Whether you utilize third-party vendors to support recordkeeping systems, outsourcing, brokerage, or other advisory services, you depend on them to supply critical assistance to keep the administration of your stock plans humming, your financial reporting and compliance accurate, and your employee participants happy. When one of these relationships doesn’t work as expected, this may present an opportunity to evaluate your current provider’s product offerings and performance and determine if a replacement is needed.
  • Beware of HSR Filing Requirements For Option Exercises or Vesting of Restricted Stock

    August 13, 2017

    The Federal Trade Commission obtained a $250,000 civil penalty against James Dondero, the operator of the Highland Capital hedge fund and a director of Motient Corporation, for making a late Hart-Scott-Rodino Act filing in connection with his 2005 exercise of options to acquire 10,000 Motient shares.
  • Employee Stock Purchase Plans and the Calculation of Basic and Diluted Earnings per Share

    August 13, 2017

    Earnings per share (EPS) is the most common and complex performance measurement that a publicly held company presents in its quarterly and annual reports (Josef Rashty and John O’Shaughnessy, “Restricted Stock Units and the Calculation of Basic and Diluted Earnings per Share,” The CPA Journal, June 2011, pp. 40–45). Guidance for calculating and reporting EPS can be found in two parts of the Accounting Standards Codification (ASC): Topic 260, “Earnings per Share,” which provides for the calculation and presentation of the basic and diluted EPS, and Topic 718, “Compensation—Stock Compensation,” which provides for certain unique characteristics of stock compensation that impact the EPS calculation.