| 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. more |
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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...more |
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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...more |
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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... more |
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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. more |
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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 more |
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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. more |
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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... more |
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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 Rules
for 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 |
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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