Double-Trigger RSUs and Stock Options in Private Companies: Key Tax and Other Considerations when Designing and Implementing Award Programs, Strategies to Consider for Expiring Awards, and More
Note: CPE credit is not offered on this program
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE webinar will provide attorneys with an in-depth analysis of the requirements and considerations involved when designing double trigger restricted stock unit (RSU) and stock option programs for private companies, as well as potential solutions to consider when stock options and double trigger RSUs will expire before the company’s IPO (or other liquidity event).
Outline
- Incorporating RSUs in compensation plans
- Double-trigger RSU characteristics and risks
- Tax issues
- Best practices for attorneys representing the employer or employee
Benefits
The panel will review these and other key issues:
- What are the key items to consider when establishing a double trigger RSU program at a private company?
- What are the advantages and disadvantages of stock options and double trigger RSUs in private companies?
- What are the key tax issues and available planning techniques to consider when designing private company stock option and double trigger RSU programs?
- What are the key provisions of award agreements for RSUs and stock options?
- What solutions are available if stock options or RSUs will expire before a liquidity event has occurred?
Faculty
Heather Brookfield
Partner
Freshfields Bruckhaus Deringer
Ms. Brookfield's practice focuses on the executive compensation aspects of public and private company M&A... | Read More
Ms. Brookfield's practice focuses on the executive compensation aspects of public and private company M&A and capital markets transactions, as well as executive compensation and employee benefits matters for private and public companies throughout the corporate lifecycle. She has considerable experience advising founders, general counsels and boards of companies on executive compensation issues arising in the context of financings, mergers and acquisitions, initial public offerings, liquidity programs and other corporate transactions. Ms. Brookfield's work includes counseling on the design, drafting, implementation and maintenance of equity and phantom equity plans, retention, change in control and other incentive compensation plans and programs, nonqualified deferred compensation plans, employment agreements and severance programs and agreements. She counsels public and private companies of all sizes regarding a wide range of compensation-related legal, regulatory and governance issues arising under the Internal Revenue Code (including Section 409A and 280G), federal and state securities laws, stock exchange listing standards, institutional investor voting policies and ERISA. Ms. Brookfield assists public companies with compensation and equity plan disclosures for proxy and other applicable securities filings, employee communications and public announcements.
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Crescent Moran Chasteen
Partner, Co-Chair, Executive Compensation + Benefits
Morrison & Foerster
Ms. Moran Chasteen is a partner in Morrison Foerster’s Boston office and serves as Co-Chair of the firm’s... | Read More
Ms. Moran Chasteen is a partner in Morrison Foerster’s Boston office and serves as Co-Chair of the firm’s Executive Compensation and Benefits practice. She is a seasoned attorney who is recognized for her extensive experience in all aspects of executive compensation, including tax, securities, and accounting issues. Ms. Moran Chasteen has spent over two decades navigating the intricate landscape of executive compensation and employee benefits matters as a trusted advisor to top-tier companies and executives in both the public and private company sectors. In this regard, her proficiency encompasses the design, drafting, and administration of equity-based compensation programs, employment, retention, severance, change in control, and deferred compensation arrangements, including associated tax (e.g., Section 409A), accounting, and securities law implications. Ms. Moran Chasteen also regularly advises public companies on SEC reporting requirements related to executive compensation. She is a frequent author and speaker on topics relating to executive compensation. Ms. Moran Chasteen has served as the co-chair of the Boston Bar Association’s ERISA Subcommittee and a member of the BBA’s Tax Steering Committee. She is also actively involved in the American Bar Association’s Joint Committee on Employee Benefits.
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Sarah Ghulamhussain
Partner
Freshfields Bruckhaus Deringer
Ms. Ghulamhussain's practice focuses on advising private and public companies on an... | Read More
Ms. Ghulamhussain's practice focuses on advising private and public companies on an array of executive compensation, employee benefits and corporate governance matters throughout the corporate lifecycle, including establishing equity and cash-based incentive programs; providing analysis of tax implications with respect to tender offers and other liquidity programs; negotiation of executive employment agreements, change in control plans and severance agreements; structuring of equity compensation terms and employee retention matters in M&A, including analysis of potential tax liabilities under Section 280G; and advising clients on executive compensation and equity plan disclosures in connection with IPOs and subsequent SEC filings.
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