For an update on this development, see our July 15, 2020 post here. The IRS has issued a General Legal Advice Memorandum (GLAM 2020-004) that could increase the audit risk and exposure for late deposit penalties for companies granting stock-settled restricted stock units (âRSUsâ) and either (i) not making their next-day employment tax withholding deposits with the IRS within one day of when they request their transfer agent to transfer shares underlying the RSU award…
Sadly, due to Covid-19, it is now virtually certain we will enter a recession. While the experts are arguing about the length and severity, everyone agrees the current circumstances will lead to many businesses failing and a spike in unemployment. We are already seeing a significant decline of share prices across all industries and the accompanying volatility in the financial markets. I recognize that many of you are worrying about more pressing problems, such as…
Why hire through a PEO? When companies start expanding internationally, it is often important to “put boots on the ground” as quickly and cost-effectively as possible. The traditional approach of establishing a local entity and employing employees through the local entity may not always work due to the cost and time involved in setting up and maintaining the local entity and local payroll, as well as the complexity of establishing and administering supplementary benefits. Aside…
Sweden has not been a country previously featured in this blog, but we have become aware that the Swedish Tax Agency (the “STA”) has contacted several local employers in recent months to seek clarification on the amounts withheld in relation to equity award income and correct the reporting where needed. We believe it is possible that many more companies could be audited with respect to their equity award tax withholding practices in 2019 and beyond.…
Glass Lewis, a proxy advisor, recently unveiled its new Equity Compensation Model (âECMâ), which is reportedly intended to provide company issuers and investors with access to the process it uses to evaluate whether it will provide a favorable recommendation for shareholder approval of equity compensation plan proposals. Historically, Glass Lewis has been less than transparent regarding the actual criteria and methodology it uses to make its recommendations on equity plan proposals. Companies and investors will…
In recent years, some companies have started offering their stock-based awards to more of their “rank and file” employees or have made one-time or periodic, broad-based grants in connection with special occasions. In addition, many private emerging growth companies, which tend to make grants to their general employee population, have also started granting RSUs instead of options to their employees as the company gets closer to an initial public offering. If you fall within this…
The Tenth Circuit has affirmed the district courtâs dismissal of a plaintiff shareholderâs claim that withholding shares to satisfy taxes on a restricted stock unit (RSU) violated Exchange Act Section 16(b) (see Olagues v. Muncrief, No. 18-5018 (10th Cir. 2019)). As we outlined last year in a blog on the lower courtâs decision, the plaintiffâs claim was based on the non-exempt acquisition of shares by two executives within six months of the date that shares…
Public companies seeking shareholder approval of a new or amended equity plan on or after February 1, 2019 should consider some key updates by Institutional Shareholder Services (âISSâ) to its Equity Compensation Plans FAQs. Although the updates leave ISSâs general equity plan scorecard (âEPSCâ) methodology framework intact, there are some noteworthy changes: CIC Vesting Factor. The change in control (CIC) vesting factor has been revised to provide EPSC points based on whether the company discloses the vesting treatment…
Gender pay gap and pay equity are big discussion topics for companies around the world as more and more countries enact laws intended to close the gender pay gap and as case law develops involving discrimination claims related to pay equity. Beyond strictly legal obligations, many companies also face shareholder and employee pressure for increased transparency around diversity and gender pay. The Gender Pay Gap vs. Pay Equity In brief, the gender pay gap relates…
On December 7th, the IRS issued Notice 2018-97 to provide initial guidance on the new private company income inclusion deferral regime enacted under Code Section 83(i) as part of the 2017 Tax Cuts and Jobs Act (âSection 83(i)â). Under the deferral regime, eligible employees of eligible privately-held companies may elect to defer payment of federal income taxes due on exercise of stock options or settlement of restricted stock units (âRSUsâ) for up to five years…