Equity and Executive Compensation

Non-qualified Deferred Compensation Reporting Requirements Delayed

Effective for calendar year 2005, the IRS has suspended the rules requiring companies to report amounts deferred or accrued under nonqualified deferred compensation plans on Forms W–2 and 1099–MISC. New rules under Internal Revenue Code sections 6041 and 6051 (which were enacted as part of the American Jobs Creation Act of 2004) require that companies […]

Impact of Code Section 409A and the Newly Proposed Regulations on Equity Compensation Arrangements

As we reported to you in our Special Alert earlier in October, proposed regulations have been published under Internal Revenue Code section 409A covering a variety of deferred compensation arrangements, including stock options, stock appreciation rights and restricted stock awards, restricted stock unit awards and other stock awards. IRS Notice 2005–1, which we summarized in […]

Impact of the American Jobs Creation Act of 2004 on Equity Compensation

On October 21, 2004, President Bush signed into law the American Jobs Creation Act of 2004. The Act created a new section of the Internal Revenue Code (“Code”), Section 409A, which contains new rules regarding nonqualified deferred compensation plans. See our October 2004 Hot Topics update for more information regarding the new deferred compensation rules […]

The Shift Away from Stock Options Requires Companies to Reconsider Section 162(m) Compliance

On March 31, 2004, the Financial Accounting Standards Board (“FASB”) released its long-awaited Exposure Draft of a Proposed Statement of Financial Accounting Standards for Share-Based Payments (“Exposure Draft”). The Exposure Draft requires a charge to earnings for financial accounting purposes for stock-based compensation (and cash compensation that is based on the company’s stock price) paid […]

Proposed Legislation Affecting Non-qualified Deferred Compensation Arrangements

Recently several clients have contacted our firm asking for an explanation of the “new deferred compensation legislation.” They’ve been pleasantly surprised to learn that to date no such legislation has been enacted. However, two pieces of proposed legislation, the “National Employee Savings and Trust Equity Guarantee Act” (“NESTEG”) and the “American Jobs Creation Act of […]

New Proposed Regulations Regarding Statutory Stock Options

The Internal Revenue Service (“IRS”) recently published new proposed regulations1 under Sections 421, 422, and 424 of the Internal Revenue Code (the “Code”) regarding statutory stock options. The new proposed regulations supplant a previous set of proposed regulations issued almost twenty years ago (on February 7, 1984, to be precise)2 and update the existing final […]

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