News & Analysis as of

Securities and Exchange Commission (SEC) Restricted Stocks

Groom Law Group, Chartered

New SEC T+1 Rule Further Tightens Payroll Deposit Timeline for Stock Options and RSUs

Employers who compensate employees through nonqualified stock options or restricted stock units (“RSUs”) should be aware of an upcoming Securities and Exchange Commission (“SEC”) rule change affecting the settlement of...more

Adler Pollock & Sheehan P.C.

Do Your Assets Include Unregistered Securities? This Asset Class Requires Special Planning

When it comes to estate planning, addressing all your assets should be a priority. However, certain assets require greater attention than others. For example, if your assets include unregistered securities, such as restricted...more

King & Spalding

Threading the Needle in “Tax-Free” Spinoffs

King & Spalding on

With the rise in inflation and downturn in economies, spin-offs have become an increasingly popular method of unlocking shareholder value in a down market. Often, the ability to obtain tax-free treatment in the U.S. for the...more

Proskauer - Employee Benefits & Executive...

Option Grant Practices: A Trap for the Unwary – Spring-Loading and Bullet-Dodging

A potentially overlooked but important issue that public companies should have in mind when granting option or option-like awards is avoiding the unintentional appearance of “spring-loading” and “bullet-dodging,” both of...more

Fenwick & West LLP

SEC Adopts ‘Clawback’ Rules for Executive Compensation

Fenwick & West LLP on

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

Whitman Legal Solutions, LLC

Selling Real Estate Securities: Presumptive Underwriters

Most of us think of an underwriter as a brokerage company that helps an issuer with their initial public offering (IPO). Underwriters use their knowledge of the securities market to structure, price, and sell the securities....more

Mayer Brown Free Writings + Perspectives

New Compliance and Disclosure Interpretation Regulates Forward Contracts on Restricted Securities

On June 9, 2022, the staff (“Staff”) of the US Securities and Exchange Commission (“SEC”) added Question 101.01 to its Compliance and Disclosure Interpretations (“C&DI”), addressing forward contracts on restricted securities....more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Final Rules to Allow Exchange Act Reporting Companies to Use Regulation A

The Securities and Exchange Commission (SEC) adopted final rules to allow reporting companies to rely on the Regulation A exemption to conduct securities offerings of up to $50 million in a 12-month period without Securities...more

Hogan Lovells

SEC increases Rule 701 disclosure threshold and issues concept release on updating compensatory offering rules

Hogan Lovells on

The SEC recently amended Securities Act Rule 701, which provides a registration exemption for securities sold by non-reporting companies to their employees and other covered persons under compensatory arrangements. The...more

Harris Beach PLLC

SEC Amendment to Rule 701 May Expand the Use of Equity Compensation by Private Companies

Harris Beach PLLC on

The Congressionally-mandated amendment aims to ease the disclosure burdens of private companies that grant compensatory stock to employees. Grants of securities to employees, including stock options, restricted stock and...more

Dorsey & Whitney LLP

Common U.S. Securities Problems with Canadian Stock-Based Compensation Plans

Dorsey & Whitney LLP on

We are frequently asked to review Canadian companies’ stock option, restricted share unit (RSU), performance share unit (PSU), deferred share unit (DSU), and other stock-based compensation plans for U.S. securities law...more

Dechert LLP

Focus on ERISA - Tax Reform Includes Benefits and Compensation Provisions

Dechert LLP on

On December 22, 2017, the tax reform bill, informally known as the Tax Cuts and Jobs Act (the “Act”), was signed by President Trump. As we noted in our prior OnPoint (available here) with respect to earlier versions of the...more

Brownstein Hyatt Farber Schreck

New SEC Guidance on Safeguards to Protect Information Delivered to Holders of Securities Issued under Compensation Plans

On Nov. 6, 2017, the Securities and Exchange Commission (the “SEC”) provided guidance on the use of safeguards to protect financial statements and other sensitive information delivered to holders of securities issued under...more

Fenwick & West LLP

SEC's Latest Guidance Clarifies Rule 701 Disclosure Delivery Requirements

Fenwick & West LLP on

The U.S. Securities and Exchange Commission (SEC) on November 6, 2017, clarified the requirements for delivering financial and other disclosures to employees and other service providers receiving options and other equity...more

Farella Braun + Martel LLP

Private Company Employee Stock Sales Highlight Hidden Dangers of Compliance Failures

We noted with interest the latest moves by some Bay Area tech giants to permit their employees to sell restricted stock to help them realize the stock value as part of their compensation: See New York Times reporting here. ...more

Adler Pollock & Sheehan P.C.

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Holland & Knight LLP

SEC Proposes Executive Compensation Clawback Rules Pursuant to Dodd-Frank

Holland & Knight LLP on

The Securities and Exchange Commission (SEC) proposed rules on July 1, 2015, related to the design and implementation of clawback policies of listed issuers for the recovery of compensation erroneously awarded to the issuer’s...more

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