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Dealology – Purchase Price & Post-Closing Liability Tax Factors (Video)
The purchase price in a private deal is never the headline number you first read about.
United States
7 Oct 2019
Finally… Final 409A Regulations
On April 10, 2007, the Department of Treasury and the IRS issued final regulations under Code Section 409A. As discussed in our prior Cooley Alerts, Section 409A covers a wide range of nonqualified deferred compensation plans and arrangements (including stock option grants and separation arrangements).
United States
10 May 2007
IRS Announces Limited Compliance Program For "Rank-and-File" Discounted Stock Option Exercises In 2006
On February 8, 2007, the Internal Revenue Service issued Announcement 2007-18 announcing a compliance resolution program that permits employers to pay the additional taxes arising under Section 409A of the Internal Revenue Code due to the exercise in 2006 of certain stock options and stock appreciation rights.
United States
21 Feb 2007
Collaborative Arrangements With Steering Committees: Recent SEC View May Affect Revenue Recognition
We wanted to alert you to an accounting position taken by the SEC for a few registrants that could be more broadly applied to other registrants in the biotechnology industry.
United States
31 Jan 2007
Relief For Equity Incentive Plans Subject To California State Securities Regulations
Recently, the California Commissioner of Corporations proposed to amend the current regulations imposed on securities offered or sold in California pursuant to certain compensatory benefit plans.
United States
18 Jan 2007
DOL Eases Investment Diversification Notice Requirement For Certain Plans
On December 20, 2007, the Department of Labor ("DOL") released Field Assistance Bulletin No. 2006-03 (the "FAB") containing guidance for its staff, as well as plan sponsors and administrators, relating to certain notice requirements enacted under the Pension Protection Act of 2006 ("PPA").
United States
18 Jan 2007
Diversification Rights and Notice Requirement for Retirement Plans With Investment In Employer Securities—IRS Delays Date For Providing Notice And Issues Model Notice
As we previously reported, the Pension Protection Act of 2006 (the "Act") made significant changes to the laws governing retirement plans. While the effective dates of many of these changes are staggered over the next several years, there are two related changes that are effective almost immediately, for plan years beginning on or after January 1, 2007.
United States
5 Dec 2006
Update On 409A: What To Do Now And What Can Wait
Recently, the Internal Revenue Service issued Notice 2006-79 (the "Notice"), providing additional transition relief for deferred compensation arrangements covered by Section 409A of the Internal Revenue Code.
United States
27 Oct 2006
SEC’s Office Of Chief Accountant Issues Guidance On Accounting Consequences Of Option Dating Practices
On September 19, 2006, the SEC’s Office of the Chief Accountant (OCA) issued a letter that provides guidance regarding accounting for stock options in historical financial statements of public companies.
United States
27 Oct 2006
SEC Overhauls Rules On Executive Compensation Disclosure
Hardly a day goes by without an incendiary story in the press depicting the perceived excesses of executive compensation or the purported well-upholstered lifestyles of a select group of corporate executives:
United States
7 Sep 2006
New Pension Law Changes Plan Asset Rules: Good News for Private Equity Funds and Fund Managers
The Pension Protection Act of 2006 (the "Act") was passed by the House on July 28, 2006 and the Senate on August 3, 2006.
United States
18 Aug 2006
Antidilution Provisions: The Next FAS 123(R) "Gotcha!"
Recently, many accounting firms have alerted their clients to the application of FAS 123(R) in the context of equity restructurings. These firms have noted that the discretionary adjustment of equity compensation under plans and arrangements that do not provide for automatic adjustments upon an equity restructuring may result in an additional compensation expense.
United States
2 Aug 2006
Stock Option Backdating: the Latest “Hot Issue”
In November 2005, a publicly-traded company announced the resignation of three of its top executive officers following an SEC investigation into the backdating of stock option grants. Since then, more than 20 companies have announced the formation of independent committees to investigate option granting practices or the existence of a government investigation into their option grants.
United States
6 Jun 2006
Supreme Court Thwarts Securities "Holder" Class Actions
On March 21, 2006, the U.S. Supreme Court, in Merrill Lynch v. Dabit, issued an important ruling that thwarted an attempt by investors to circumvent federal statutory limits on securities fraud class actions.
United States
7 Apr 2006
Special Reporting Requirements Regarding Incentive Stock Options and Employee Stock Purchase Plans
Under Section 6039(a) of the Internal Revenue Code of 1986, as amended (the "Code"), every corporation that in 2005 issued stock upon the exercise of an incentive stock option (meaning a stock option that qualifies for the favorable tax treatment available under Section 421 of the Code) must furnish to the employee exercising the option, on or before January 31, 2006, a written statement containing certain specified information.
United States
12 Jan 2006
Pricing Public Company Stock Options And SARs In The 409A Era
Recently-issued proposed regulations under Section 409A of the Internal Revenue Code provide some guidance and flexibility for public companies in setting the exercise prices for their stock options, base prices for stock appreciation rights ("SARs"), and values for other stock-based compensation.
United States
25 Oct 2005
IRS Issues Proposed Regulations Relating to Deferred Compensation
Yesterday, the IRS issued proposed regulations under Code §409A. As discussed in our prior Cooley Alerts, §409A covers a wide range of nonqualified deferred compensation plans and arrangements and imposes a number of strict requirements that such plans and arrangements must satisfy in order for participants to avoid immediate taxation, an additional 20% tax, and interest on underpayments of tax.
United States
6 Oct 2005
Regulation FD Decision in SEC v. Siebel Systems, et al.
The United States District Court for the Southern District of New York today dismissed in full a complaint filed by the Securities and Exchange Commission against Siebel Systems, Inc. and two of its senior officers, alleging claims for violation of Regulation FD, or "Fair Disclosure."
United States
2 Sep 2005
Information Security and the Sarbanes-Oxley of 2002
"The cybersecurity of large enterprises can be improved through strong management to ensure that best practices and efficient technology are being employed." - National Strategy to Secure Cyberspace, p. 54 (February 2003)
United States
30 Jun 2005
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