| 2/10/2010 |
Fenwick Employment Brief - February 10, 2010 |
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| A California appellate court rejected an employer's affirmative defense that account executives were exempt administrative employees because their work did not relate to the management policies or general business operations of the employer or its customers more |
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| 1/4/2010 |
Employee Benefits Alert: Congress Extends COBRA Premium Assistance Subsidy |
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| On December 19, 2009, President Obama signed the 2010 Department of Defense Appropriations Act (the "DOD Act"), which extended two significant features of the COBRA health care continuation coverage premium subsidy originally enacted in early 2009 by the American Recovery and Reinvestment Act ("ARRA"). more |
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| 12/18/2009 |
SEC Adopts New Public Company Disclosure Requirements About Risk, Corporate Governance and Compensation |
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| The Securities and Exchange Commission believes that public company investors are increasingly concerned about corporate accountability. To enhance investors' ability to make informed voting and investment decisions, and help them evaluate company leadership, on December 16, 2009, the SEC adopted rules requiring new disclosures about risk, corporate governance and compensation. more |
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| 12/18/2009 |
Executive Compensation Alert: ESPP Final Regulations Issued |
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| The IRS and Treasury Department recently issued final employee stock purchase plan (commonly referred to as an "ESPP") regulations. The final regulations largely adopt the proposed regulations with a notable clarification, described below. more |
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| 11/24/2009 |
Executive Compensation Alert: Action Required for 2010 162(m) Performance Pay |
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| Section 162(m) of the Internal Revenue Code (the "Code") denies a tax deduction to a public company if compensation paid to certain individuals (known as "covered employees") exceeds one million dollars for the taxable year. more |
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| 11/20/2009 |
Executive Compensation Alert: Section 409A Error Corrections Before Year End |
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| IRS Notice 2008-113 (the "Notice") permits employers to correct certain operational errors for purposes of Section 409A of the Internal Revenue Code ("Section 409A") more |
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| 11/17/2009 |
Executive Compensation Alert : IRS Tax Notice – Final Regulations Under Section 6039 |
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| On November 16, 2009, the IRS issued final regulations relating to the return and information statement requirements under Section 6039 of the Internal Revenue Code of 1986, as amended (the "Code") more |
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| 8/27/2009 |
Employee Benefits Alert: Another 401(k) Headache: Covering Leased Employees |
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| In a recent employee benefits alert, we looked at temporary and part-time employees, and the circumstances under which an employer must cover them under its 401(k) plan.... more |
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| 8/7/2009 |
Executive Compensation Alert: 2009 Update on Stock Options in India |
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| This is an overview of some of the legal and strategic issues related to a U.S. parent company granting stock options to employees of its Indian subsidiary, including consideration of exchange controls, securities laws and tax burdens. more |
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| 8/5/2009 |
Executive Compensation Alert: House Passes Executive Compensation Bill |
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| On August 3, the House, led by Representative Barney Frank, passed the Corporate and Financial Institution Compensation Fairness Act of 2009 (H.R. 3269), which applies to public companies and would (i) give shareholders a "say on pay" by providing a nonbinding, advisory vote on the company's pay practices for top executives... more more |
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| 7/2/2009 |
Employee Benefits Alert: A Trap for the Unwary Employer: Failure to Cover Part-Time and Temporary Employees Under a 401(k) Plan |
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| Clients often ask us whether certain groups of employees, such as part-time or temporary employees, must be covered under their 401(k) plan more |
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| 7/2/2009 |
Corporate and Securities Update: Major Corporate Governance Proposals Are on the Way |
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| On July 1 the Securities and Exchange Commission took action on three measures that affect public company compensation and governance more |
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| 6/24/2009 |
Corporate Governance Reforms and Executive Compensation – The Perfect Storm |
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| Over the next few months we are likely to witness the development of a "perfect storm" of corporate governance reforms and executive compensation changes at U.S. public companies. more |
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| 5/14/2009 |
Employee Benefits Alert: Update on Health Care Reform: Has San Francisco Finally "Cracked the ERISA Code?" |
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| The Department of Labor has just released several model notices (including election forms) to reflect the new COBRA subsidy requirements of ARRA, the American Recovery and Reinvestment Act of 2009.... more |
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| 3/24/2009 |
Employee Benefits Alert: New COBRA Subsidy Model Notices |
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| The Department of Labor has just released several model notices (including election forms) to reflect the new COBRA subsidy requirements of ARRA, the American Recovery and Reinvestment Act of 2009.... more |
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| 2/26/2009 |
Executive Compensation Alert: Latest Restrictions on Compensation of Executives at Financial Institutions Receiving Assistance Under the Troubled Asset Relief Program |
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| The American Recovery and Reinvestment Act of 2009 ("ARRA") that became law on February 17, 2009, imposes new restrictions on compensation of certain executives at financial institutions that receive assistance under the Troubled Asset Relief Program ("TARP") under the Emergency Economic Stabilization Act of 2008 ("EESA")....
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| 2/23/2009 |
Employee Benefits Alert: COBRA Subsidy Provisions of the American Recovery and Reinvestment Act of 2009 |
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| On February 17, President Barack Obama signed the American Recovery and Reinvestment Act of 2009 ("ARRA") into law. This stimulus package provides significant health care continuation coverage relief for lower- and moderate-income employees who are involuntarily terminated between September 1, 2008 and December 31, 2009...
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| 1/7/2009 |
Executive Compensation Alert: IRS Tax Notice For Incentive Stock Options and Employee Stock Purchase Plans |
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| Section 6039 of the Internal Revenue Code of 1986, as amended (the "Code") requires that by January 31, 2009, employers provide certain information to their employees (or former employees) who in 2008 either exercised "incentive stock options" ("ISOs") or transferred shares purchased under an "employee stock purchase plan" (an "ESPP")....
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| 12/16/2008 |
Executive Compensation Alert: IRS Program Permits Avoiding Section 409A's 20% Penalty Tax for Certain Unintentional, Operational Violations Under Certain Compensation Arrangements |
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| On Dec. 5 the IRS announced Notice 2008-113, providing correction methods for certain unintentional, operational failures in relation to non-qualified deferred compensation arrangements and certain equity awards that would otherwise invoke the 20% penalty tax under Section 409A...
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| 8/8/2008 |
Litigation Alert: California Supreme Court Settles Law Regarding Enforceability of Non-Competition Agreements, Releases of Claims |
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| The California Supreme Court has ruled in Edwards v. Arthur Andersen LLP, ___ Cal. 4th ___ , 2008 Cal. LEXIS 9618 (Cal. Aug. 7, 2008) (No. S147190), that non-competition agreements in California are invalid under California Business and Professions Code Section 16600 ("Section 16600")...
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| 4/15/2008 |
Section 409A Valuations and Stock Option Grants for Start-up Technology and Life Science Companies |
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| Federal, and at least one state's, tax laws make it especially important for companies granting stock options as compensation to set the exercise price of the underlying shares at or above the price that can be shown by a reasonable valuation method to be fair market value (FMV) at the time of grant.
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| 2/22/2008 |
Executive Compensation Alert: IRS Releases Guidance for 162(m) Compensation |
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| On February 21, 2008, the IRS released Revenue Ruling 2008-13, confirming the position taken in PLR 200804004 that compensation intended to qualify as deductible performance-based compensation pursuant to Section 162(m) of the Internal Revenue Code of 1986...
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| 2/14/2008 |
Executive Compensation Alert: Performance Based Compensation is Non-Excludible Under 162(m) If Also Payable Under An Employment Agreement As Severance |
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| We alerted you on January 31, 2008 (and provided a further update on February 8, 2008), that the IRS now takes the position that compensation intended to qualify as deductible performance-based compensation pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended...
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| 2/8/2008 |
Executive Compensation Alert: Payments Do Not Qualify as Performance-Based Compensation Under 162(m) Where Payments are Permitted Under a Severance Arrangement |
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| The Internal Revenue Service published a private letter ruling on January 28, 2008 (PLR 200804004) holding that amounts paid to a recipient under an incentive compensation plan intended to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended, (the "Code") will not qualify as performance-based compensation...
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| 12/6/2007 |
Executive Compensation Alert: IRS Proposes Correction Program for Certain Unintentional, Operational Violations under Deferred Compensation Plans Subject to Section 409A |
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| On Dec. 3 the IRS released Notice 2007-100, providing temporary correction methods for certain operational failures of non-qualified deferred compensation plans that would otherwise invoke the penalty taxes under Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended (California, which has enacted a parallel penalty tax may, in light of this notice, announce their own correction program).
more |
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| 10/22/2007 |
Executive Compensation Alert: IRS Extends Section 409A Remedial Amendment Period to December 31, 2008 |
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| On October 22, 2007 the Internal Revenue Service (the "IRS") issued much anticipated guidance in the form of Notice 2007-86 that extends the remedial amendment period with the final regulations under Internal Revenue Code Section 409A ("Section 409A") from December 31, 2007 to December 31, 2008.
more |
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| 9/11/2007 |
Executive Compensation Alert: IRS Extends Section 409A Amendment Period 1 Year, Announces Voluntary Correction Program Likely |
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| On April 10, 2007, the IRS issued final regulations under Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A").
more |
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| 7/23/2007 |
Tax Alert: IRS Targeting Backdating Issue |
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| On July 11 the IRS released an internal Industry Director Directive memorandum dated June 15, 2007 (the "Directive"), which designates transactions involving backdated stock options as a "Tier I Issue" for IRS agents.
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| 7/11/2007 |
Executive Compensation Alert: California Eases Rules for Stock Option Plans |
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| Effective July 9, 2007, California liberalized its regulations concerning the permissible provisions of stock option plans. Practically every stock option plan of a privately-held company that has employees in California that participate in the plan can take advantage of this liberalization
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| 5/24/2007 |
Antitrust Alert: Beware of HSR Filing Requirements for Option Exercises or Vesting of Restricted Stock |
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| This week 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.
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| 4/16/2007 |
Executive Compensation Alert: IRS Issues Final Regulations Under Section 409A |
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| On April 10, 2007, the IRS issued final regulations under Section 409A of the Internal Revenue Code of 1986, as amended (Section 409A).
more |
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| 4/12/2007 |
Northern District of California Dismisses Shareholder Derivative Stock Options Backdating Case: In re CNET Networks, Inc., Shareholder Derivative Litig. |
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| In a detailed and thoughtful decision—and one that is certain to be cited frequently in the months ahead—Judge William Alsup has dismissed a shareholder derivative complaint against various officers and directors of CNET Networks, Inc...
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| 3/12/2007 |
Executive Compensation Alert: India Proposes that Employers Pay a 35% Tax on Stock-Related Compensation |
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| The Government of India's proposed budget for 2007-2008 (commencing April 1, 2007) includes extending the 35% fringe benefit tax imposed on employers to the income their employees in India recognize on exercise of compensatory stock options.
more |
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| 2/12/2007 |
Tax Alert: IRS Program for Correcting Underwithholding of 409A Taxes on "Backdated Options" |
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| The IRS has announced a voluntary correction program (the "Program") that employers can use to correct underwithholding of certain taxes incurred from the exercise in 2006 of "backdated options."
more |
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| 2/5/2007 |
2007 Update to Granting Stock Options in China |
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| This memorandum is an overview of the legal and strategic issues related to granting stock options in China, including understanding Chinese cultural views of employment and compensation, structuring option grants to comply with applicable Chinese currency controls and securities law restrictions and the tax consequences of options to the optionee.
more |
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| 8/22/2006 |
Corporate and Securities Law Update - SEC Adopts Sweeping Changes to Executive and Director Compensation Disclosure Rules |
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| On July 26, 2006, the SEC adopted sweeping changes to its rules for disclosing compensation of executive officers and directors of public companies, information about related person transactions, director independence and other corporate governance matters.
more |
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| 3/23/2006 |
2006 Update to Granting Stock Options in China |
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| This memorandum is an overview of the legal and strategic issues related to granting stock options in China, including understanding Chinese cultural views of employment and compensation, structuring option grants to comply with applicable Chinese currency...
more |
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| 2/14/2006 |
Corporate and Securities Law Update - SEC Rule Proposal Creates Current Action Items |
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| As we described in previous alerts, the SEC has proposed sweeping new rules governing public company disclosure of executive and director compensation arrangements and related party transactions.
more |
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| 1/31/2006 |
Corporate and Securities Law Update - SEC Proposes New Rules for Executive Compensation Disclosure—The Details Emerge |
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| The SEC has now made available the text of its rule proposals covering executive compensation and related party transaction disclosure.
more |
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| 1/18/2006 |
Corporate and Securities Law Update - SEC Proposes New Rules for Executive Compensation Disclosure |
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| At its open meeting yesterday, January 17, 2006, the Securities and Exchange Commission approved for comment sweeping new rule proposals that would dramatically alter many public company disclosure practices.
more |
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| 1/9/2006 |
Executive Compensation and Benefits Update - Notice 2006-4: Interim Guidance on Private Company Stock Valuation |
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| On December 23, 2004, the IRS issued interim guidance in the form of Notice 2006-4 regarding stock valuation for privately-held companies pending the finalization of the proposed regulations under Section 409A of the Internal Revenue Code of 1986, as amended (the Code).
more |
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| 11/15/2005 |
Executive Compensation and Benefits Update - 409A Action Steps to Take Prior to December 31, 2005 |
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| In late 2004 the IRS released Notice 2005-1 (the "Notice") which provided initial guidance on then newly enacted IRC Section 409A.
more |
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| 10/24/2005 |
Executive Compensation and Benefits Update - Internal Revenue Code Section 409A: Severance Guidance |
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| This is a brief summary addressing severance compensation (and certain restricted stock unit payments upon termination of employment) in the context of Section 409A and the Proposed Regulations.
more |
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| 9/30/2005 |
Executive Compensation and Benefits Update—Publication of IRC Section 409A Proposed Regulations |
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| On September 29, 2005, the Treasury Department released the much anticipated Proposed Regulations to Section 409A of the Internal Revenue Code (the "Proposed Regulations").
more |
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| 9/19/2005 |
Executive Compensation and Benefits Update - Now We Are Making Sense — Revised Grant Date Rulesfor Options |
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| At a meeting earlier this year, the Financial Accounting Standards Board (“FASB”) announced that, pursuant to FAS Statement 123(R), the grant date of an option would not occur until the employee had been notified of the material terms of the option grant.
more |
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| 8/18/2005 |
Corporate and Securities Law Update - New Accounting Valuation Rules for Option Grants — Definition of Grant Date |
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| Under FAS Statement 123(R) options granted to employees are valued based on their fair value as of the "grant date" of the option.
more |
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| 8/18/2005 |
Executive Compensation and Benefits Update - New Accounting Valuation Rules for Option Grants—Definition of Grant Date |
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| Under FAS Statement 123(R) options granted to employees are valued based on their fair value as of the "grant date" of the option.
more |
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| 1/11/2005 |
Executive Compensation and Benefits - January 11, 2005 |
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| Treasury Department Issues Guidance under IRC Section 409A in Notice 2005-1
more |
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| 10/26/2004 |
Executive Compensation and Benefits - October 26, 2004 |
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| Taxation of Nonqualified Deferred Compensation Plans.
more |
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| 4/28/2004 |
Executive Compensation and Benefits |
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| FASB Publishes Exposure Draft on Changes to Accounting Rules for Equity Compensation
more |
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