Many companies are scrambling to quickly assess how to reduce the business impact of the upheaval to U.S. manufacturing and trading with the recent onslaught of tariffs threatened or imposed by the United States and the...more
Employee participation programs are generally subject to sec. 305 ss. of the German Civil Code (BGB) governing the content control of general terms and conditions (GTC) if they are provided by the employer and were prepared...more
Le 20 février 2025, la Cour d’appel de l’Alberta (la « CAA ») a publié sa décision dans l’affaire Henenghaixin Corp v. Long Run Exploration Ltd (l’« affaire Henenghaixin ») rejetant une demande d’autorisation d’interjeter...more
I have worked at places that were so unpleasant that I consider myself lucky the vesting schedule was only six years. If they had the option, I’m convinced they would have implemented a 20-year vesting schedule. For me,...more
On February 20, 2025, the Alberta Court of Appeal released its decision in Henenghaixin Corp v. Long Run Exploration Ltd, dismissing an application for leave to appeal a decision rendered in the Companies’ Creditors...more
In a significant ruling on February 5, 2025, the U.S. Court of Appeals for the Second Circuit addressed the enforceability of an arbitration provision in an expired collective bargaining agreement (CBA) in the case of Xerox...more
Last month, the SEC settled charges against Celsius Holdings, Inc. for allegedly improper accounting when it modified equity compensation awards for six departing employees and retiring directors. The errors caused allegedly...more
There has been a recent uptick in ERISA class actions challenging the use of 401(k) plan forfeitures. Forfeitures are employer contributions that participants forfeit when they leave employment before those contributions vest...more
Lock-up agreements prohibit company insiders (founders, directors, executive officers and major stockholders) and other pre-IPO stockholders from selling their shares for a period of time after an offering. Lock-ups are...more
One of the option of SECURE 2.0 is allowing employers to offer partricipants the right to Roth Employer contributions where they can pay the taxes upfront, and get tax free treatment on employer contributions....more
This article is the seventh and final in our series on equity-based compensation. It will provide an overview of special considerations for publicly-traded companies when granting equity awards, including the impact of proxy...more
As part of US tax planning for founders, employees, board members, and other individual service providers who receive equity that is subject to vesting in connection with their services, Section 83(b) elections are frequently...more
The founders and exec team are a critical component of an early-stage company’s business value. In a previous article, we provided detailed guidance on the comparison of U.S. and UK market practices in relation to equity...more
Forfeiture funds in 401(k) plans represent a unique asset pool with specific regulatory requirements and practical applications. Forfeiture funds arise when participants terminate employment with the company before becoming...more
I’m often asked by clients whether startups should have a separate stockholders’ agreement among the founders. The answer largely depends on whether they have or will have certain other startup documents in place....more
On October 11, 2024, Institutional Shareholder Services Inc. (“ISS”), a leading proxy advisory firm, updated their Equity Compensation Policies Frequently Asked Questions (“FAQs”) to define what it means for a clawback policy...more
Most entrepreneurs dream of someday selling their company. There are several steps they should be taking well in advance to ensure a profitable exit. Procopio Partner Bill Eigner identified 8 key steps business owners should...more
The September 2024 Section 7520 rate for use with estate planning techniques such as CRTs, CLTs, QPRTs and GRATs is 4.8%, a decrease from the August 2024 rate of 5.2%. The September applicable federal rate (“AFR”) for use...more
As far back as I can remember, the end of August has always elicited a sense of dread comparable to what many schoolchildren, and a fair number of adults, experience every Sunday afternoon. In retrospect, I cannot say that...more
This article is the third in our series on equity-based compensation intended to assist employers with answering a common question: What type of equity compensation award is best for our company and our employees?...more
Case law about virtual employee participation programs (VSOP), which are still the predominant form of employee participation in German start-ups, are rare. Earlier this year, the Regional Labour Court of Munich upheld...more
Do you have an employment agreement? Should you have an employment agreement? We are often asked whether founders need written employment agreements with their companies. Every company's culture is different. Often founders...more
Understanding market trends and effective planning strategies can yield improved financial results for start-ups and growth companies. Starting your start-up. What type of entity you form impacts your taxes, which hits your...more
The Setting Every Community Up for Retirement Enhancement Act of 2019 (SECURE Act) introduced the Long-Term Part-Time (LTPT) rules. These rules aim to address the retirement needs of long-term part-time employees who have...more
In holding that that Treas. Reg. § 1.170A-14(g)(6)(ii) (Proceeds Regulation) is procedurally invalid under the Administrative Procedure Act (APA), the U.S. Tax Court abandoned its precedent in Oakbrook Land Holdings, LLC v....more