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
A live 90-minute premium CLE video webinar with interactive 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
Goodwin Procter
Ms. Brookfield is a partner in the firm’s Business Law department and ERISA/Executive Compensation practice. She... | Read More
Ms. Brookfield is a partner in the firm’s Business Law department and ERISA/Executive Compensation practice. She specializes in all aspects of executive compensation, including the design, implementation, governance and maintenance of equity and incentive compensation plans, nonqualified deferred compensation plans, employment agreements, tax-qualified retirement plans, and severance programs. Ms. Brookfield has broad experience advising companies, boards and members of management on executive compensation issues arising in the context of mergers and acquisitions, initial public offerings, spin-offs and other corporate transactions. She counsels public and private companies of all sizes regarding a wide range of legal, regulatory and governance issues arising under the Internal Revenue Code, federal and state securities laws, stock exchange listing standards, institutional investor voting policies and ERISA, including reporting and disclosure requirements and fiduciary responsibilities. Ms. Brookfield also represents executives and senior management teams in the negotiation of employment agreements and in the context of corporate transactions.
Close
Crescent Moran Chasteen
Partner
Goodwin Procter
Ms. Chasteen is a partner in Goodwin’s ERISA and Executive Compensation practice. She advises a wide variety of... | Read More
Ms. Chasteen is a partner in Goodwin’s ERISA and Executive Compensation practice. She advises a wide variety of clients, including both public and private companies, executives and boards with respect to the executive compensation and employee benefits aspects of corporate transactions and initial public offerings, including pre-signing negotiations, executive and equity compensation issues (such as, Section 280G – the golden parachute rules), and matters relating to post-closing employee integration. Ms. Chasteen also advises clients on the design, drafting and administration of equity-based compensation programs, employment, severance, change in control and deferred compensation arrangements, including associated tax (e.g., Section 409A), accounting and securities law implications. She also assists public companies with corporate compensation disclosure for proxy filings and other applicable securities filings. Ms. Chasteen also has experience in the design, implementation, tax aspects, and operation with respect to tax-qualified retirement plans, including defined benefit and 401 (k) retirement plans, nonqualified deferred compensation arrangements and employee welfare benefit plans, including compliance with Section 409A of the Internal Revenue Code, the Employee Retirement Income Security Act of 1974 (ERISA) and recent healthcare reform laws.
Close
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.
Close