We have released the September 2024 edition of our “Clients & Friends Newsletter,” which reviews the latest developments impacting share plans globally. Explore the newsletter, and/or register for our upcoming October 8th webinar, to learn more about the impact of the following tax, legal and regulatory changes on your share plans:
On February 10, 2022, the Australian Parliament passed legislation which eliminates termination of employment as a taxable event for Employee Share Scheme (ESS) awards that qualify for tax deferral (i.e., stock options, restricted stock, restricted stock units (RSUs), or an employee stock purchase plan offered to employees). ESS awards that qualify for tax deferral are subject to taxation when an âESS Deferred Taxing Pointâ occurs. Currently, an employeeâs termination of employment is one of the…
On December 15, 20211, the Securities and Exchange Commission (âSECâ) issued proposed rules that would significantly impact Rule 10b5-1 trading plans. Among other things, the proposed rules impose new conditions on the availability of the affirmative defense to insider trading afforded by 10b5-1 plans, require quarterly disclosure of the adoption, modification and termination of trading plans by directors, officers and issuers and require identification of transactions made pursuant to such plans on Forms 4 and…
On August 26, 2020, the SEC adopted final amendments to Regulation S-K, which modernize certain disclosure requirements relating to description of business, legal proceedings and risk factors. The amendments include a new disclosure topic that will require registrants to describe their human capital resources, including any human capital measures or objectives that the registrant focuses on in managing the business, to the extent that such information is material to an understanding of the registrantâs business…
Amendment to Rule 701âs 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 701âs Enhanced…
The Fifth Circuit recently vacated the US Department of Laborâs (âDOLâ) 2016 fiduciary rule that had expanded ERISAâs fiduciary definition to those providing investment advice for a fee to an ERISA plan or its participants. In light of the Fifth Circuitâs decision, the DOL has issued a temporary enforcement policy halting the enforcement of certain prohibited transaction claims against investment advice fiduciaries. Under Field Assistance Bulletin 2018-02, the DOL indicated that it will not pursue…
The state of Maryland recently revised their state âBlue Skyâ 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 (âRule 701â). Background A company that is not publicly traded in the US â 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…
They say every cloud has a silver lining and so it seems with recent developments related to the CEO pay ratio rule. By releasing new guidance on the rule last week, the SEC has dashed hopes that it would delay the effectiveness of the rule. However, at the same time, it has taken important steps to reduce the compliance burden. The guidance, which consists of an Interpretive Release, revised pay ratio Compliance and Disclosure Interpretations,…
At the ABA Annual Meeting on Friday, September 15th, the Securities and Exchange Commission (SEC) Division of Corporation Finance Director Bill Hinman (speaking for himself and not the SEC) said that the SEC did not plan to delay the implementation of the CEO pay ratio disclosure rules. Mr. Hinman also mentioned that the SEC anticipates issuing guidance on the pay ratio rule in the near future. Â We note that although the Financial Choice Act that…
The state of Oregon recently enacted Oregon Administrative Rule (OAR) §441-035-0300, a new state âBlue Skyâ 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…