Securities Act of 1933: Federal law governing the registration and offering of securities, including equity compensation. Sets requirements for disclosure and registration of securities offerings.
Securities Exchange Act of 1934: Regulates secondary trading of securities and establishes the SEC. Includes reporting requirements and anti-fraud provisions relevant to equity compensation.
SEC Rule 701: Provides exemption for private companies offering equity compensation to employees, allowing them to issue securities without full SEC registration.
SEC Rule 144: Governs the public resale of restricted securities and establishes transfer restrictions and holding periods.
IRC Section 409A: Regulates nonqualified deferred compensation arrangements, including certain equity awards. Non-compliance can result in severe tax penalties.
IRC Section 422: Governs Incentive Stock Options (ISOs), providing potential tax advantages for employees receiving stock options that meet specific requirements.
IRC Section 83: Addresses the tax treatment of property transferred in connection with performance of services, including restricted stock and RSUs.
IRC Section 162(m): Limits the tax deductibility of compensation paid to certain executive officers of public companies.
ERISA: Federal law governing employee benefit plans, which may apply to certain equity compensation arrangements.
Fair Labor Standards Act: Federal wage and hour law that may impact how equity compensation is structured in relation to minimum wage and overtime requirements.
Delaware General Corporation Law: Primary corporate law statute for Delaware corporations, governing corporate structure and stock issuance.
Blue Sky Laws: State-specific securities laws that regulate the offering and sale of securities within each state.
Sarbanes-Oxley Act: Federal law establishing enhanced corporate governance and financial disclosure requirements for public companies.
Dodd-Frank Act: Federal law implementing various corporate governance and executive compensation reforms, including say-on-pay requirements.
Stock Exchange Rules: NYSE and NASDAQ requirements governing listed companies' equity compensation practices and disclosure obligations.
