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Assumption of Stock Options in a Merger: Q & A/ Discussion Forum Published: 2010-02-11 10:32:26

acquiring company), many acquirers register only the shares issuable upon exercise of the options. ... the transaction, I believe they are viewed as not making an investment decision. ...
Our Preliminary Take on Microsoft (TCE Sept-Oct 2003) Published: 2025-01-19 12:04:29

Microsoft's decision to (i) begin granting restricted stock "units" (see below) in lieu of stock options, (ii) provide ... on Morgan's ultimate exercise and sale of the option ...
FASB Issues Exposure Draft Proposing ASC 718 Amendments (CE July... Published: 2025-01-19 12:04:33

... We hope that the FASB's decision on options exercisable for an extended period after termination indicates an inclination to eliminate the special treatment that applies to awards ...
Introducing eDelaware : TheCorporateCounsel.net Blog Published: 2008-03-14 05:09:46

... First, plaintiff raised reasonable doubt that the decisions authorizing the option grants and failing to disclose the grants to Linear's stockholders were a valid exercise of the ...
Spotlight on Insider Trading at Hedge Funds : TheCorporateCounsel... Published: 2007-10-02 06:36:59

... apply the new tax deduction to stock option exercises occurring after enactment, permit the ... As for the influence of the tax code on executive compensation decisions, Levin ...
Timing of filing S-8 Registration Statement: Q & A/ Discussion... Published: 2021-07-28 22:45:30

any time before the option is exercised, without regard to when the option became exercisable. ... don't involve a future investment decision the way options do, must be ...
A $490,000 Short Swing Profit Rule Violation (CC May-June 77... Published: 2025-01-19 12:03:51

Whiting, a Director of Dow Chemical, had exercised a stock option three months after this wife had ... executed virtually all investment decisions on her behalf, was the "beneficial ...
SEC Issues Colema 16b-3 Interim Solution (CC May-June 83) Published: 2025-01-19 12:03:55

result of the Colema decision those issuers with non-shareholder approved stock-for-stock exercise provisions were left ... of pyramiding to exercise options (the Colema facts) will be ...
RSUs and Unaccepted Grants (CE May-June 2011) Published: 2025-01-19 12:04:32

allow employees to execute an option exercise unless a signed grant agreement is on file. ... the argument that, ultimately, the decision to pay out the award lies with the ...
FASB Votes on ASC 718 Simplification Project (CE Nov-Dec 2015... Published: 2025-01-19 12:04:33

... Options Exercisable for an Extended Post-Termination Period The FASB affirmed its decision to eliminate the requirement that options that are exercisable for a year or longer after ...
Defining Stock FMV as Prior-Day Close Buys Time for Tax Calculations... Published: 2025-01-19 12:04:34

First, the overwhelming majority of NQSO option exercises are broker-assisted same-day sale ... Thus, the decision to change to a new definition of FMV for tax purposes should not ...
In anger over comments made : TheCorporateCounsel.net Blog Published: 2003-07-11 10:24:42

... a repricing exchange offer, in that it involves the facilitation of the exercise of an option, which is best regarded as a compensation decision, and not an investment decision. ...
The Executive Compensation Disclosure Proposals - A Summary and... Published: 2025-01-19 12:04:01

responsible for compensation decisions) discussing the specific factors upon ... the last fiscal year, the number of options, exercise price, market price at grant, vesting ...
Charitable Stock Options (CC Nov-Dec 99) Published: 2025-01-19 12:04:07

... also to control the timing of donees' option exercises in order to stay within the 10% (of ... By bringing this concept to the attention of the decision makers that we have access ...
What Amazon Did (and Didn't Do) After its 2001 Repricing-And... Published: 2025-01-19 12:04:29

Amazon was referring to its decision to transition in the future from stock option grants to restricted stock ... the options expire, are exercised, forfeited, or canceled ...
The RSU Phenomenon (CE Nov-Dec 2003) Published: 2025-01-19 12:04:29

Microsoft's decision to utilize RSUs (payable on vesting) in its recently ... transfer restrictions on option stock (post-exercise) and restricted stock (post-vesting). ...
SEC Proposes Amendments to Rule 701 & Form S-8 (CE Nov-Dec 2020... Published: 2025-01-19 12:04:34

... Under these proposals, if the sale involves a stock option or other derivative security that involves a decision to exercise or convert, the issuer would continue to be required to ...
Proxy Access: SEC Decides Not to Appeal - But Does Open "Private... Published: 2011-09-07 07:02:55

nor appeal the decision to the US Supreme Court. So the SEC chose "Door #4" of the options available that I laid ... for shareholders to exercise their right to nominate ...
S-8 Beneficiaries: Q & A/ Discussion Forum Published: 2024-03-17 07:00:54

There is also S-8 General Instruction A.1(a)(3) [which covers exercise of stock options and ... require some sort of further investment decision on the part of the beneficiary. ...
Warrant Amendment: Q & A/ Discussion Forum Published: 2014-03-25 09:31:02

... was a tender offer unless the option holder did not have to make a decision about the repricing, we thought that a unilateral amendment to the exercise price of a warrant might not ...
--No Title-- Published: 2025-01-19 12:04:21

of Post-Retirement Exercise Period Now Requires ... Feature to Stock Options Does Not Require ... 91) Favorable Tax Court Decision on Deferred Compensation ...
--No Title-- Published: 2025-01-19 12:04:21

Gaffe (CC Nov-Dec 95) Granting (or Exercising) Options When Material Information is ... Mar-April 95) The Gustafson §12(2) Decision (CC Mar-April 95) Reg S Update (CC ...
Staff Issues More Favorable Discounted Stock Option Letter But... Published: 2025-01-19 12:04:00

director making the election] and not by any third party exercising discretion [in granting options]. ... What matters is whether someone else (whose decision presumably could be ...
Staff §423 Plan Letter Addresses 1933 Act Registration Enrollment... Published: 2025-01-19 12:04:08

position on stock option plans (i.e., no S-8 required until exercise- see our May- June 1997 issue at pg 6). ... be viewed as an investment decision requiring an S-8 (which can't ...
Why Do Your Stock Options Expire After 10 Years? (CE May-June... Published: 2025-01-19 12:04:22

The optionee will have greater flexibility in determining when to exercise his stock option for tax ... term (rather than a "quick fix") approach to business decisions and planning. ...
Stock Option Litigation Update (CE Mar-Apr 99) Published: 2025-01-19 12:04:26

... vested options must be exercised within three months and unvested options are forfeited. ... plan cases) are still awaiting the Ninth Circuit decision on appeal of Fleming v. ...
The New Final Regs Under Section 83 (CE Jan-Feb 2014) Published: 2025-01-19 12:04:33

Second, just weeks earlier, the U.S. Tax Court issued a provocative decision that ... in the recipient's income until the option is exercised or disposed of, even if in the ...
Offer of Employment Letters - Closed Window: Q & A/ Discussion... Published: 2010-01-20 06:07:24

with respect to options until the options are actually exercised; and (ii) restricted stock and/or ... offer letter, there is no investment decision to be made. Does this make sense? ...
Assumption of Target Warrants in an Acquisition : Q & A/ Discussion... Published: 2010-08-31 11:32:47

... to the shares issuable upon exercise of the warrants which will be ... options plan) and the holder of the option is not making any decision with respect to that treatment. ...
(CC May-June 2006) Published: 2025-01-19 12:04:12

below; the actual spread of these options at exercise must have been far greater, but ... published would be consistent with performance being a component of grant decisions. ...
Enforcement's 1933 Act Batting Average Now .250 (CC Sept-Oct... Published: 2025-01-19 12:04:15

This case involved S-8 registered exercises of issuer stock options by two officers/directors, ... appeal (of an SEC administrative decision), whereas Mangan, etc. were trials ...
(CE Mar-Apr 2005) Published: 2025-01-19 12:04:29

As most of our readers already know, stock option expensing ... Companies face a number of decisions in implementing the new ... for the company upon exercise, the ultimate hit to ...
FASB Update--Two Significant APB 25 Developments (CE Sep-Oct... Published: 2025-01-19 12:04:26

that have a "look-back" feature and (2) repriced options. ... market price at grant or exercise (as most ESPPs do) would ... a bearing on the FASB's decision and was raised in a New ...
Stock Option Non-Compete Forfeiture Provisions-Accounting Update... Published: 2025-01-19 12:04:28

XVI, No. 1 January-February 2002 Stock Option Non-Compete ... that disagreed with the federal court's decision in IBM v. ... because the ultimate exercise price is uncertain, i.e., ...
Pass-Through Voting: Potential Consequences for Companies : Proxy... Published: 2022-12-13 06:14:00

are reaching the ultimate decision makers, including retail investors. ... that help individual investors exercise these newly acquired voting options are increasingly being launched ...
Guide to Proxy Design 2014 Published: 2014-09-11 13:18:20

... 7 How We Make Compensation Decisions 7 Additional Information 7 REPORT OF ... Awards at Fiscal Year-End 42 2012 Option Exercises and Stock Vested 44 2012 Pension ...
Life as a Corporate Lawyer: Brink Dickerson : TheCorporateCounsel... Published: 2016-09-26 07:47:57

... (for example 2-3 years of stock options exercised in a single year), thus one year's pay ... investment rather than compensation decisions, and should not be included in the ...
Study: The Voting Trends of ETFs : TheCorporateCounsel.net Blog Published: 2009-08-14 07:25:48

to exercise options that were going to expire and had to be sold during open trading windows. This is the same case that was dismissed in '03 by the District Court, a decision ...
Staff Issues Additional 10b5-1 Interpretations (CC May-Jun 2001... Published: 2025-01-19 12:04:08

... by an insider is a separate investment decision from the original purchase of the option and, thus, exercise must be at a time when the insider does not possess inside information. ...
The IRS Plays Out Its Hand (CE Nov-Dec 2001) Published: 2025-01-19 12:04:28

FUTA taxes relating to the exercise of statutory (i.e., ESPP and ISO) options; the documents are available ... Sun Microsystems Tax Court decision, i.e., that the ISO exercise ...
The Coming Stock Option Compensation Charge-Preparing Now (CE... Published: 2025-01-19 12:04:28

that the company's option grant practices are (or ... that influence corporate decisions generally (including the ... to the tax deduction at exercise, in effect mandating ...
Common Acceleration Strategies (CE September-October 2009) Published: 2025-01-19 12:04:31

Exercise of Non-Qualified Stock Options. Another straightforward method of accelerating taxable income ... of an executive, but rather as a decision of the company with no election ...
Accelerating Vesting for Restricted Stock and Unit Awards (CE... Published: 2025-01-19 12:04:32

... In addition, the vesting event would be reported in the Option Exercises and Stock Vested Table, and, it seems to us that a footnote explaining the decision would be in order. ...
Recent Ruling Could Impact Taxation of Clawbacks (CE July-August... Published: 2025-01-19 12:04:33

to sell Qwest stock, Nacchio exercised his options and sold 1,255,000 shares of Qwest stock. ... 1341. Therefore, we hoped that the decision in Nacchio would be helpful toward ...
Delaware Court Watch: Mandatory By-law Amendments Could Subsume... Published: 2006-06-14 06:06:55

that the Staff had not yet made its decision even though it appears that it had... ... "Buyers of the securities receive payments from Zions when employees exercise their options. If ...
Exclusion of Floor Proposal (not Rule 14a-8 proposal): Q & A... Published: 2021-01-05 00:41:01

- he had a period of time to exercise options after he left the corporation and he ... Check out Francis Pileggi's discussion of the Chancery Court's 2018 decision in KT4 ...
Use of Written Consent to approve merger - private offering v... Published: 2023-01-03 06:05:22

provide that in a merger any unassumed options will receive same consideration as stockholders minus the exercise price. ... create an "investment decision" for the non-voting ...
Drafting/Implementing Rule 10b5-1 Sales Plans With Brokers (CC... Published: 2025-01-19 12:04:08

holdings, facilitate the exercise and sale of soon-to-expire stock options, etc.), certain seller's ... release, an insider's decision to exercise an option is an ...
ESPPs under Mandatory Expensing (CE May-June 2005) Published: 2025-01-19 12:04:30

the term to exercise, is fixed at two years here). The fair value of a ten-year stock option vesting over four ... employees to give these decisions serious consideration, ...
Rule 10b5-1 Sales Plans-What Executives (and Companies) are Doing... Published: 2025-01-19 12:04:30

... stock option exercises. There, a broad spectrum of employees usually is involved, there is a real need for administrative efficiency, and decisions necessarily are ...