On April 23, 2024, the Federal Trade Commission (FTC) voted 3-2 to adopt a final rule broadly banning post-employment noncompete agreements. This federal ban prohibits for-profit employers from entering into noncompete...more
4/29/2024
/ Chamber of Commerce ,
Corporate Executives ,
Employer Liability Issues ,
Employment Contract ,
Exceptions ,
Federal Trade Commission (FTC) ,
Final Rules ,
Former Employee ,
Model Forms ,
Non-Compete Agreements ,
Notice Requirements ,
Restrictive Covenants ,
Unfair Competition
This Client Alert is intended to remind you of certain year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to stock issued to employees (or former...more
Establishing a new 401(k) plan or migrating to a new 401(k) provider is a complex process involving multiple stakeholders. Companies should expect up to four months between the commencement of the process until finalization...more
On January 5, 2023, the Federal Trade Commission (FTC) announced its long-anticipated proposed rule, which if adopted, would essentially ban all noncompete agreements between employers and their workers that restrict such...more
On October 26, 2022, the Securities and Exchange Commission (SEC) adopted rules directing the national securities exchanges to create listing standards requiring listed companies to develop and implement policies that...more
11/1/2022
/ Clawbacks ,
Compliance ,
Enforcement ,
Executive Compensation ,
Financial Statements ,
Form 10-K ,
Incentive Compensation ,
New Rules ,
Regulation S-K ,
Reporting Requirements ,
Restricted Stocks ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Stock Prices ,
Tax Code
1. What is the Pay Versus Performance Rule?
See our Fenwick alert for a high-level overview of the Pay Versus Performance (PvP) Rule. See also the SEC fact sheet and adopting release. Briefly, the PvP Rule adds a new Item...more
In the wake of the Supreme Court’s Dobbs v. Jackson Women’s Health Organization decision (Dobbs), several states have already begun outlawing abortions and more states are expected to do so. Some states are also considering...more
7/15/2022
/ Abortion ,
Biden Administration ,
Department of Health and Human Services (HHS) ,
Dobbs v. Jackson Women’s Health Organization ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Employees ,
Employer Liability Issues ,
Employment Policies ,
Executive Orders ,
Federal v State Law Application ,
Pregnancy ,
Roe v Wade ,
State Labor Laws ,
Travel Reimbursements
California law requires that employers doing business in California that do not offer a 401(k) plan must register under the CalSavers Retirement Program (the “CalSavers Program” or “Program”) and provide employee census...more
5/3/2022
/ 401k ,
California ,
CalSavers ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Employees ,
Employer Contributions ,
Employer Liability Issues ,
Exemptions ,
Filing Deadlines ,
Individual Retirement Account (IRA) ,
Investment ,
Professional Employer Organization ,
Savings Plans ,
State and Local Government
This client alert is intended to remind you of certain year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the Code), with respect to stock issued to employees (or former...more
The U.S. Securities and Exchange Commission has issued Release No. 33-10891 proposing amendments to Securities Act Rule 701, which provides an exemption from registration for the issuance of compensatory securities by private...more
12/3/2020
/ Capital Raising ,
Disclosure Requirements ,
Equity Securities ,
Financial Statements ,
Form S-8 ,
GAAP ,
Proposed Amendments ,
Publicly-Traded Companies ,
Rule 701 ,
Section 409A ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Technology ,
Trading Platforms
On October 9, 2019, the IRS released Revenue Ruling 2019-24, which provides guidance with respect to hard forks and airdrops of cryptocurrency, and new frequently asked questions (FAQs), which provide guidance on other...more
10/14/2019
/ 1099s ,
Blockchain ,
Capital Gains ,
Cryptocurrency ,
Distributed Ledger Technology (DLT) ,
Fair Market Value ,
Income Taxes ,
IRS ,
New Guidance ,
Peer-to-Peer ,
Popular ,
Revenue Rulings ,
Transfer Taxes ,
Virtual Currency ,
W-2
As private companies seek to stay private longer, many try to offer interim liquidity opportunities to their employees. These opportunities include secondary sales, where employees sell their common shares to investors, often...more
10/14/2019
/ Appraisers ,
Capital Gains ,
Corporate Taxes ,
Executive Compensation ,
Fair Market Value ,
Investors ,
Preferred Stock Financing ,
Private Equity ,
Risk Mitigation ,
Secondary Markets ,
Section 409A ,
Withholding Tax
This client alert is intended to remind you of certain 2018 year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the Code), with respect to stock issued to employees or former...more
1/24/2019
/ Employee Stock Purchase Plans ,
Filing Requirements ,
Form 3921 ,
Form 3922 ,
Incentive Stock Options ,
Internal Revenue Code (IRC) ,
IRS ,
ISOs ,
Privately Held Corporations ,
Reporting Requirements ,
Stock Issuance ,
Stocks ,
Tax Planning
Section 162(m) of the Internal Revenue Code denies a tax deduction to a public company for compensation paid to certain individuals—called “covered employees”—to the extent that the compensation paid to such individual...more
8/27/2018
/ Compensation & Benefits ,
Covered Employees ,
Employee Benefits ,
Grandfathering Rules ,
Incentive Stock Options ,
Initial Public Offering (IPO) ,
Internal Revenue Code (IRC) ,
New Guidance ,
Performance Incentives ,
Recordkeeping Requirements ,
Section 162(m) ,
Tax Deductions ,
Tax Planning ,
Tax Reform
This client alert is intended to remind you of certain 2017 year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the Code), with respect to stock issued to employees or former...more
1/15/2018
/ Compensation & Benefits ,
Employee Benefits ,
Employee Stock Purchase Plans ,
Filing Requirements ,
Income Taxes ,
IRS ,
ISOs ,
Reporting Requirements ,
Required Forms ,
Stock Options ,
Stock Transfer Restrictions
The Tax Cuts and Jobs Act was passed by both chambers of Congress on Wednesday, December 20, 2017, and will be sent to the President’s desk for final signature. The Fenwick & West team will provide a more detailed analysis in...more
12/21/2017
/ Alternative Minimum Tax ,
Deferred Compensation ,
Employee Benefits ,
Equity Compensation ,
Executive Compensation ,
Pending Legislation ,
Section 162(m) ,
Stock Options ,
Tax Deferral ,
Tax Reform ,
Trump Administration
Paving the way for a net-win for technology companies, Senate Finance Committee Chairman Orrin Hatch (R-Utah) released a modified chairman’s mark to the Tax Cuts and Jobs Act that brings treatment of equity and...more
11/17/2017
/ Alternative Minimum Tax ,
Compensation & Benefits ,
Corporate Taxes ,
Deferred Compensation ,
Executive Compensation ,
Income Taxes ,
Legislative Agendas ,
Proposed Legislation ,
Section 162(m) ,
Startups ,
Stock Options ,
Tax Deductions ,
Tax Rates ,
Tax Reform ,
Technology Sector ,
Trump Administration
The Joint Committee on Taxation released a description of the Senate Chairman’s Mark to the proposed Tax Cuts and Jobs Act on November 9, 2017, reintroducing adverse equity and performance-based compensation tax provisions...more
11/13/2017
/ Compensation & Benefits ,
Deferred Compensation ,
Employee Benefits ,
Executive Compensation ,
Internal Revenue Code (IRC) ,
Legislative Agendas ,
Proposed Legislation ,
Section 162(m) ,
Section 409A ,
Tax Deductions ,
Tax Rates ,
Tax Reform ,
Trump Administration
The House Ways and Means Committee on November 2, 2017, released the proposed Tax Cuts and Jobs Act, which may have significant impact on the taxation of equity and performance-based compensation for both private and public...more
This Client Alert is intended to remind you of certain year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to stock issued to employees (or former...more
This Client Alert is intended to remind you of certain year-end reporting requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the “Code”), with respect to stock issued to employees (or former...more
ISS Corporate Solutions (“ISS”) has announced that it will accept updates of changes to the peer group company lists for its Say on Pay (“SOP”) voting recommendations for publicly traded companies that hold annual stockholder...more
On August 5, 2015, the Securities and Exchange Commission (the “SEC”) voted 3-2 to adopt the final “pay ratio” disclosure rule. This long-awaited, controversial rule is issued pursuant to Section 953(b) of the Dodd-Frank Wall...more
On July 1, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules directing the national securities exchanges (NYSE, NASDAQ, etc.) to create listing standards requiring listed companies to implement policies...more
7/8/2015
/ Clawbacks ,
Disclosure Requirements ,
Dodd-Frank ,
Executive Compensation ,
Incentive Compensation ,
Incentive Stock Options ,
Look-Back Measurement Period ,
Nasdaq ,
NYSE ,
Proposed Regulation ,
Securities and Exchange Commission (SEC) ,
Stock Options ,
Total Shareholder Return (TSR)
The Securities and Exchange Commission (the “SEC”) has proposed new rules required by Section 953(a) of the Dodd-Frank Act that would require companies to disclose the relationship between compensation actually paid to...more