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2022-06-14 20:27:54

Sheppard, Mullin, Richter & Hampton LLPMENU HomePracticeMattersPublicationsContact Executive Compensation Law BlogFor the Latest Updates on Law Affecting Executive Compensation Reminder to Perform Annual ISO/ESPP Reporting in January 2022By Gregory Schick on January 14, 2022 Posted in Stock Options and ESPPsAs discussed in our December 16, 2010 blog article, the IRS issued final regulations in 2009 under Section 6039 of the Internal Revenue Code (the “Code”) that require employers to annually furnish each employee who exercised incentive stock options (“ISOs”) or sold or otherwise transferred shares acquired under an employee stock purchase plan (“ESPP”) during a year with a detailed information statement by January 31 of the following year.  In addition, employers must generally file an information return with the IRS by February 28 of the following year, or by March 31 for employers filing electronically.  These due dates are delayed until the next business day if they otherwise fall on a weekend. Continue ReadingTweet this post Like this post Email this post Share this post on LinkedInReminder to Perform Annual ISO/ESPP Reporting in January 2021By Gregory Schick on January 11, 2021 Posted in Stock Options and ESPPsAs discussed in our December 16, 2010 blog article, the IRS issued final regulations in 2009 under Section 6039 of the Internal Revenue Code (the “Code”) that require employers to annually furnish each employee who exercised incentive stock options (“ISOs”) or sold or otherwise transferred shares acquired under an employee stock purchase plan (“ESPP”) during a year with a detailed information statement by January 31 of the following year.  In addition, employers must generally file an information return with the IRS by February 28 of the following year, or by March 31 for employers filing electronically.  These due dates are delayed until the next business day if they otherwise fall on a weekend. Continue ReadingTweet this post Like this post Email this post Share this post on LinkedIn Tags: ESPP, incentive stock options, Internal Revenue Code, ISOsThe Results Are In – California State and Local Tax Ballot MeasuresBy Justin Hepworth on November 13, 2020 Posted in TaxOn November 3, 2020, California voters decided a number of state and local tax-related ballot measures.[1]  The most significant tax increase, the property tax “split roll” initiative, and some other local tax increases were defeated.  However, overall voters were willing to approve a number of meaningful tax increases—especially San Francisco voters.  Following is an overview of statewide and notable local tax measures and referrals decided by the voters. Continue ReadingTweet this post Like this post Email this post Share this post on LinkedIn Tags: California, Measures, state and local, TaxReminder to Perform Annual ISO/ESPP Reporting in January 2020By Gregory Schick on January 10, 2020 Posted in Stock Options and ESPPsAs discussed in our December 16, 2010 blog article, the IRS issued final regulations in 2009 under Section 6039 of the Internal Revenue Code (the “Code”) that require employers to annually furnish each employee who exercised incentive stock options (“ISOs”) or sold or otherwise transferred shares acquired under an employee stock purchase plan (“ESPP”) during a year with a detailed information statement by January 31 of the following year. In addition, employers must generally file an information return with the IRS by February 28 of the following year, or by March 31 for employers filing electronically. Continue ReadingTweet this post Like this post Email this post Share this post on LinkedIn Tags: "Form 3921", Form 3922, information return, ISOsReminder to Perform Annual ISO/ESPP Reporting in January 2019By Gregory Schick and John Crisp on January 8, 2019 Posted in Stock Options and ESPPsAs discussed in our December 16, 2010 blog article, the IRS issued final regulations in 2009 under Section 6039 of the Internal Revenue Code (the “Code”) that require employers to annually furnish each employee who exercised incentive stock options (“ISOs”) or sold or otherwise transferred shares acquired under an employee stock purchase plan (“ESPP”) during a year with a detailed information statement by January 31 of the following year. In addition, employers must generally file an information return with the IRS by February 28 of the following year, or by March 31 for employers filing electronically. Continue ReadingTweet this post Like this post Email this post Share this post on LinkedIn“Airing Out the Denny Crane Room”: Recent SEC Action Emphasizes Need for Effective Disclosure Controls and Procedures for Executive PerquisitesBy Robert Wernli, Jr., Gregory Schick, Arek Malinowski and Seth Lemings* on August 20, 2018 Posted in SEC and Disclosure of CompensationLast month, Energy XXI, Ltd. (“EXXI”), a publicly-traded oil and gas exploration company, saw its former Chief Executive Officer charged with various securities law violations by the Securities and Exchange Commission (“SEC”). The SEC seeks to have the CEO pay civil money penalties and be barred from any officer or director role with any issuer of registered securities. Continue ReadingTweet this post Like this post Email this post Share this post on LinkedIn Tags: benefits, compensation, controls and procedures, disclosure, enforcement, executive, EXXI, perks, perquisites, personal, proxy, SECReminder to Perform Annual ISO/ESPP Reporting in January 2018By Gregory Schick and John Crisp on January 12, 2018 Posted in Stock Options and ESPPsAs discussed in our December 16, 2010 blog article, the IRS issued final regulations in 2009 under Section 6039 of the Internal Revenue Code (the “Code”) that require Employers to annually furnish each employee who exercised incentive stock options (“ISOs”) or sold or otherwise transferred shares acquired under an employee stock purchase plan (“ESPP”) during a year with a detailed information statement by January 31 of the following year. In addition, Employers must generally file an information return with the IRS by February 28 of the following year, or by March 31 for Employers filing electronically. Continue ReadingTweet this post Like this post Email this post Share this post on LinkedInDelaware Supreme Court Imposes New Limits on Stockholder Ratification Defense In Connection With Equity Incentive PlansBy John Stigi and Christopher Bosch on January 4, 2018 Posted in Corporate Governance and Executive Compensation Practices, Stock Options and ESPPsIn In re Investors Bancorp, Inc. Stockholder Litigation, No. 169, 2017, 2017 WL 6374741 (Del. Dec. 13, 2017), the Delaware Supreme Court limited the ability of directors to assert the stockholder ratification defense when facing a challenge to their implementation of equity incentive plans (“EIP”). When properly invoked, the stockholder ratification defense entitles directors to have a court review their conduct under the more deferential business judgment rule standard, rather than the more stringent “entire fairness” standard. The Delaware Supreme Court held that where stockholders approve an EIP containing general parameters that afford directors discretion to determine specific awards, and their exercise of discretion is properly challenged as a breach of fiduciary duty due to alleged self-dealing, a board must prove that its actions were entirely fair to the corporation and its stockholders. This ruling has the important effect of shifting the burden from complainant stockholders to defending directors and subjects their awards of grants to stricter scrutiny. Continue ReadingTweet this post Like this post Email this post Share this post on LinkedIn Tags: EIP, equity incentive plansThe President Receives an Early Christmas Present: Congress Approves Landmark Tax Bill – What Will this Mean for Executive Compensation?By Gregory Schick and John Crisp on December 20, 2017 Posted in Corporate Governance and Executive Compensation Practices, IRC Section 162(m), IRC Section 409A, Stock Options and ESPPsOn Friday, December 15, 2017, Congress put forth a final version of the Tax Cuts and Jobs Act, which would signify the largest piece of tax legislation in over thirty years if signed into law. Early in the morning on December 20, the Senate voted to pass the bill, and the House later approved it on the same day. The bill is on its way to President Trump’s desk, and most expect the bill to be signed into law when he receives the package just in time for Christmas. So what does this mean from an executive compensation standpoint? Continue ReadingTweet this post Like this post Email this post Share this post on LinkedInCongressional Republicans Reach a Deal on Tax BillBy Gregory Schick and John Crisp on December 14, 2017 Posted in Corporate Governance and Executive Compensation Practices, IRC Section 162(m), IRC Section 409A, Stock Options and ESPPsAs an update to our previous blog post entitled, Senate Stays Up Late to Approve Tax Bill, dated December 5, 2017, the Senate and the House appear to have come to an agreement on the final version of the tax bill that will be voted on by Congress. While nothing official has been stated or released regarding the final bill, word from the latest news outlets revolves mostly around changes to corporate and individual tax rates. One interesting thing to note is that the current agreement would allegedly repeal the corporate alternative minimum tax, which was reflected in the Senate’s final version of their bill. For a review of the differences regarding executive compensation matters between the Senate and House versions of the bills, please refer to our original blog posts entitled  Thanksgiving Tax Frenzy – New Tax Bill Proposes Executive Compensation Changes That Could Derail Deferred Compensation and Stock Options on November 14 and Startups Have Much To Be Thankful For – Senate Amendments to New Tax Bill Remove Deferred Compensation and Stock Options from Endangered Species List on November 16.  Continue ReadingTweet this post Like this post Email this post Share this post on LinkedIn Tags: congress, house, senate, tax billOlder Posts Stay Connected About the Firm Sheppard Mullin is a full-service Global 100 firm with more than 1000 attorneys in 15 offices located in the United States, Europe and Asia. 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