Amendment to Rule 701’s Enhanced Disclosure Threshold On July 18, 2018, the Securities and Exchange Commission (SEC) amended Rule 701(e) of the Securities Act of 1933, increasing from $5 million to $10 million the amount of securities that issuers may sell in reliance on Rule 701 during a 12-month period without triggering enhanced disclosure requirements. The amendment will become effective imminently upon its publication in the Federal Register. Background and Application of Rule 701’s Enhanced…
After an abrupt mid-year change, the IRS recently released Revenue Procedure 2018-27, which provides relief for employees with family coverage under a High Deductible Health Plan who also contribute to a Health Savings Account (HSA), by permitting such employees to use the previously announced $6,900 contribution limit for 2018 contributions. In May 2017, the IRS released Revenue Procedure 2017-37 which provided the annual inflation adjusted contribution limits for HSAs and stated that the 2018 contribution…
On January 11, 2018, the IRS issued Notice 1036, which provides the percentage method tables for income tax withholding in 2018. Key developments include: The flat withholding rate on supplemental wages, such as equity awards, of $1 million dollars and under a year is now 22% – down from 25%. As anticipated, the mandatory supplemental withholding rate for compensation in excess of $1 million is now 37% – down from 39.6%. The backup withholding rate…
The state of Maryland recently revised their state “Blue Sky” securities law to provide for a self-executing exemption for compensatory benefit plan offerings made in connection with Rule 701 of the Securities Act of 1933, as amended (“Rule 701”). Background A company that is not publicly traded in the US – generally, a company whose stock is not registered under the Securities Act of 1933, such as US private companies or non-US public companies that…
The state of Oregon recently enacted Oregon Administrative Rule (OAR) §441-035-0300, a new state “Blue Sky” securities law that makes it easier for an employer that is not publicly traded in the US to grant equity awards to its employees residing in Oregon. Background A company that is not publicly traded in the US — generally, a company whose stock is not registered under the Securities Act of 1933, such as US private companies or…