In welcome news, Delaware recently amended its General Corporation Law (DGCL) to increase flexibility for delegating share award granting authority. The amendments became effective on August 1, 2022. The changes expand the elements of granting share awards that a board of directors may delegate, including, and most notably, the authority to determine the terms and conditions of the awards. If a board of directors wants to take advantage of the increased flexibility provided by 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 Nov. 29, 2021, the staff of the U.S. Securities and Exchange Commission (SEC)âs Office of the Chief Accountant and the Division of Corporation Finance released Staff Accounting Bulletin No. 120 (SAB 120), which is effective immediately and provides guidance on how to properly recognize and disclose the compensation cost for âspring-loadedâ awards made to executives of public companies subject to reporting requirements under US securities laws. SAB 120 describes spring-loaded awards as share-based compensation…
There has recently been a great deal of interest in the grant of a profits interest. A profits interest is a beneficial form of incentive for an individual who performs services for a partnership or other pass-through entity, like a limited liability company. Bottom line, a profits interest (also commonly known as a “carried interest”) is a non-capital interest in the profits of a partnership or a membership interest in a limited liability company taxed…
The Internal Revenue Service has issued welcome guidance related to the COBRA subsidy provisions under the American Rescue Plan Act (“ARPA”) in the form of IRS Notice 2021-31 (the “Notice”). As background, for the period from April 1, 2021, through September 30, 2021, ARPA requires employers to provide a 100% COBRA premium subsidy (the “COBRA Subsidy”) for “assistance eligible individuals” (an “Eligible Individual”). In general, an Eligible Individual is anyone who elects COBRA continuation coverage…
The American Rescue Plan Act of 2021 (the âARPAâ), was signed into law on March 11, 2021, and creates a temporary COBRA premium subsidy for certain qualifying individuals. This COBRA premium subsidy applies to all group health plans subject to the Employee Retirement Income Security Act of 1974. Thus, most employers will be impacted by the new COBRA subsidy. Employers will need to evaluate the impact of the ARPA not only with respect to COBRA…
Many employers will be surprised to learn that the American Rescue Plan Act of 2021 (“ARPA”), which was signed into law on March 11, 2021 and is primarily intended to provide an economic stimulus package of $1.9 trillion, expanded the group of covered employees under section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)”), to include the five most highly compensated employees in addition to certain of the individuals already included…
After months of partisan bickering and Senate inaction, Congress finally passed another round of COVID-19 relief legislation as part of the Consolidated Appropriations Act, 2021, P.L. 116-260, (âCAAâ), which was signed into law on December 27, 2020. We provide a summary of the tax-related CAA provisions and key modifications to the Paycheck Protection Program (âPPPâ), before discussing President Bidenâs tax agenda for 2021. The CAAâs tax provisions focus primarily on providing economic relief to taxpayers…
With the COVID-19 pandemic impacting all facets of business, this webcast focuses on the implications for employers and their pension arrangements. Increased economic pressure, new legislation and recent government guidance is impacting how employers are navigating these changes across the globe. With a spotlight on the UK, US and Australia, we discuss key pension issues and practical steps employers should be taking moving forward. Click here to watch the podcast.
California nonresident board members of companies based in California may soon be subject to income tax in California, regardless of whether they perform services within the state, if a newly proposed tax regulation is adopted. The proposed regulation â new section 17951-8 of Title 18 of the California Code of Regulations â released by the Franchise Tax Board of California on September 24, 2020, treats the compensation of a California nonresident, non-employee director of a…