On Friday, I’ll be part of a panel at the National Association of Stock Plan Professionals‘ 19th Annual Conference. My topic will be devoted to the question “Did it pass?”. Here’s a brief preview of some of the subtleties in this question.

California law requires shareholder approval of compensatory option or security purchase plans when: (i) the issuer is seeking qualification of the offer and sale of the securities (Corporations Code § 25110); or (ii) the issuer is relying on the exemption pursuant to Corporations Code § 25100(o). In either case, the issuer must comply with either Rule 260.140.41(g) (option plans) or Rule 260.140.42(e) (purchase or bonus plans).