Brian Wydajewski welcomes Denise Glagau — Global Equity Services Partner at Baker & McKenzie — to discuss currency exchange controls and the impact they can have on equity compensation awards in various countries.

In this 10-episode series of Talking Stock, Baker & McKenzie's Global Equity Services Practice outlines 10 strategies to maximize the rewards and mitigate the risks of your global equity program.

[0:58] Esq. Glagau describes the way government currency exchange controls can affect the equity compensation awards and the requirement differences from one country to the next.

[5:20] Some employee specific obligations have to be met, and the consequences of being non-compliant could affect the company directly.

[7:50] Companies can be reticent in providing information to employees when they are not under obligation to do so, this is an area where it serves all parties to be transparent.

[8:37] Currency exchange doesn't always directly involve the employee, an example being tax deductions at source, and these exchanges may have specific requirements.

[11:05] Esq. Wydajewski summarizes the key aspects of managing exchange controls and introduces the next episode.

Baker & McKenzie

Disclaimer:

Baker & McKenzie International is a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a "partner" means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an "office" means an office of any such law firm. This may qualify as "Attorney Advertising" requiring notice in some jurisdictions. Prior results do not guarantee a similar outcome. Before you send e-mail to Baker & McKenzie, please be aware that your communications with us through this message will not create a lawyer-client relationship with us. Do not send us any information that you or anyone else considers to be confidential or secret unless we have first agreed to be your lawyers in that matter. Any information you send us before we agree to be your lawyers cannot be protected from disclosure.

Brian Wydajewski welcomes Sinead Kelly — Global Equity Services Partner at Baker & McKenzie — in providing practical tips on how to structure your equity awards to avoid local securities law requirements.

In this 10-episode series of Talking Stock, Baker & McKenzie's Global Equity Services Practice outlines 10 strategies to maximize the rewards and mitigate the risks of your global equity program.

[1:03] Esq. Kelly explains the information gathering and preparatory steps, required a few months in advance, in order for a company to make global grants.

[4:40] Minimizing the securities law obligations outside the U.S. is possible if the company is flexible with regards to the type, amount and timing of the awards offering.

[8:50] Ways to minimize the risk of securities law violations include avoiding slip ups before they occur, with a yearly review, and writing flexibility directly into the awards contracts.

[11:15] The more common considerations from a U.S. securities law perspective for both private and publicly traded companies are covered.

[13:35] Esq. Wydajewski summarizes the key aspects of local securities law requirements as they pertain to equity awards, and introduces the next episode.

Baker & McKenzie

Blue Sky Requirements

Disclaimer:

Baker & McKenzie International is a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a "partner" means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an "office" means an office of any such law firm. This may qualify as "Attorney Advertising" requiring notice in some jurisdictions. Prior results do not guarantee a similar outcome. Before you send e-mail to Baker & McKenzie, please be aware that your communications with us through this message will not create a lawyer-client relationship with us. Do not send us any information that you or anyone else considers to be confidential or secret unless we have first agreed to be your lawyers in that matter. Any information you send us before we agree to be your lawyers cannot be protected from disclosure.

Brian Wydajewski welcomes Therese (Tery) Williams — Global Equity Services Counsel at Baker & McKenzie — to cover some of the issues and best practices surrounding the requirement to provide award recipients with a summary of the local tax consequences associated with said award.

In this 10-episode series of Talking Stock, Baker & McKenzie's Global Equity Services Practice outlines 10 strategies to maximize the rewards and mitigate the risks of your global equity program.

[0:56] Ms. Williams summarizes the U.S. securities law disclosure requirements for equity compensation awards granted by publicly traded U.S. companies.

[1:34] It is a best practice to provide employees, in other countries, disclosure on the U.S. and local tax consequences associated with the award.

[3:30] Some of the preferred tax information as well as pertinent information to be included in the tax disclosure information supplement for employee is detailed.

[5:15] Providing too much tax information to employees could be construed as providing tax advice and is a risk that should be mitigated.

[6.20] Reviewing tax summary prospectus for employees should be done at least annually along with punctual updates.

[7:11] Esq. Wydajewski summarizes the key aspects of tax consequences when granting equity awards and introduces the next episode.

Baker & McKenzie

Disclaimer:

Baker & McKenzie International is a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a "partner" means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an "office" means an office of any such law firm. This may qualify as "Attorney Advertising" requiring notice in some jurisdictions. Prior results do not guarantee a similar outcome. Before you send e-mail to Baker & McKenzie, please be aware that your communications with us through this message will not create a lawyer-client relationship with us. Do not send us any information that you or anyone else considers to be confidential or secret unless we have first agreed to be your lawyers in that matter. Any information you send us before we agree to be your lawyers cannot be protected from disclosure.

Brian Wydajewski welcomes Maura Ann McBreen — Partner at Baker & McKenzie and head of the Executive Compensation and Employee Benefits Practice — to discuss ways to plan and prepare for the the SEC Pay Ratio Disclosure Rule coming into effect.

In this 10-episode series of Talking Stock, Baker & McKenzie's Global Equity Services Practice outlines 10 strategies to maximize the rewards and mitigate the risks of your global equity program.

[0:57] Esq. McBreen explains the history and purpose of the SEC Pay Ratio Disclosure Rule.

[2:00] Various ways of determining the median employee compensation as well as avenues to manage your ratio are explored.

[4:30] The question of which employees need to be considered and included in the ratio calculations is broached.

[6:50] Exceptions on the Pay Ratio Disclosure Rule have very specific sets of constraints to meet and seem to be meaningless to a majority of companies.

[9:17] Most companies running off a calendar year are looking at the rule coming into effect in 2018, with some exceptions.

[10:41] It is important to keep in mind that the disclosure may have significant impacts on workforce morale, as half of your workforce will find out they are below median compensation.

[11:35] Esq. Wydajewski summarizes the key aspects of preparing for SEC Pay Ratio Disclosure Rule to take effect and introduces the next episode.

Baker & McKenzie

Wall Street Reform: The Dodd-Frank Act

Pay Ratio Disclosure Rule

Disclaimer:

Baker & McKenzie International is a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a "partner" means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an "office" means an office of any such law firm. This may qualify as "Attorney Advertising" requiring notice in some jurisdictions. Prior results do not guarantee a similar outcome. Before you send e-mail to Baker & McKenzie, please be aware that your communications with us through this message will not create a lawyer-client relationship with us. Do not send us any information that you or anyone else considers to be confidential or secret unless we have first agreed to be your lawyers in that matter. Any information you send us before we agree to be your lawyers cannot be protected from disclosure.

Brian Wydajewski welcomes Barbara Klementz — Global Equity Services Partner at Baker & McKenzie — to talk about what might be the most challenging issue in the global equity arena these days: tax withholding and reporting requirements.

In this 10-episode series of Talking Stock, Baker & McKenzie's Global Equity Services Practice outlines 10 strategies to maximize the rewards and mitigate the risks of your global equity program.

[00:59] Esq. Klemetz explains why tax withholding and reporting compliance is at the very top of the list of compliance issues that can affect global equity offerings.

[02:28] Being on the hook for the amount owed is one of the more benign repercussions for a company's failure to satisfy tax withholding and reporting obligations.

[04:00] The rate at which to deduct tax from your employees and the withholding review frequency very much depend on the type of award, and each have their pros and cons.

[07:49] The rate application for withholding and reporting obligations depends on the withholding method and the recently modified F.A.S.B. rule will undoubtedly have an impact.

[10:29] Esq. Wydajewski summarizes the key aspects of withholding and reporting requirements and introduces the next episode.

Baker & McKenzie

Financial Accounting Standards Board

Disclaimer:

Baker & McKenzie International is a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a "partner" means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an "office" means an office of any such law firm. This may qualify as "Attorney Advertising" requiring notice in some jurisdictions. Prior results do not guarantee a similar outcome. Before you send e-mail to Baker & McKenzie, please be aware that your communications with us through this message will not create a lawyer-client relationship with us. Do not send us any information that you or anyone else considers to be confidential or secret unless we have first agreed to be your lawyers in that matter. Any information you send us before we agree to be your lawyers cannot be protected from disclosure.

Brian Wydajewski welcomes Narendra Acharya — a Global Equity Services partner at Baker & McKenzie — to provide practical tips on how to grant equity awards to an increasingly globally nomadic workforce.

In this 10-episode series of Talking Stock, Baker & McKenzie's Global Equity Services Practice outlines 10 strategies to maximize the rewards and mitigate the risks of your global equity program.

[1:05] Esq. Acharya explains the ins and outs of a global form of award agreements as well as some of the advantages it provides versus country-specific approaches.

[5:05] Client reticence to migrate to this new form of equity awards in terms of form size and sensitive information availability is covered.

[6:17] A global form of award agreements encompasses country-specific appendices, which facilitates cross-border communication and reduces oversight.

[10:16] Global forms of award agreements must be reviewed and updated periodically because local country laws, as well as companies, are always evolving.

[11:16] Esq. Wydajewski summarizes the key aspects of working with a global form of award agreements and introduces the next episode.

Baker & McKenzie

Disclaimer:

Baker & McKenzie International is a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a "partner" means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an "office" means an office of any such law firm. This may qualify as "Attorney Advertising" requiring notice in some jurisdictions. Prior results do not guarantee a similar outcome. Before you send e-mail to Baker & McKenzie, please be aware that your communications with us through this message will not create a lawyer-client relationship with us. Do not send us any information that you or anyone else considers to be confidential or secret unless we have first agreed to be your lawyers in that matter. Any information you send us before we agree to be your lawyers cannot be protected from disclosure.

Brian Wydajewski welcomes Nicole Calabro — Global Equity Services partner at Baker & McKenzie — to talk about how to draft compensation award agreements for employees outside of the United-States and to provide insight on why a one-size fits all approach can be problematic.

In this 10-episode series of Talking Stock, Baker & McKenzie's Global Equity Services Practice outlines 10 strategies to maximize the rewards and mitigate the risks of your global equity program.

[0:50] Esq. Calabro details some of the reasons why a U.S. company should not simply use the U.S. enrollment form for award recipients in other countries.

[2:13] Beneficiary designation, deferral, termination, 423, retirement clauses, are some of the more often seen types of problematic U.S. provisions in non-U.S. contexts.

[6:46] Some of the key provisions for non-U.S. awards include data privacy, entitlement mitigation, tax withholding, governing law and choice of venue.

[9:30] Factoring in all of the additional provisions is considered best practice, and therefore a non-U.S. award agreement will typically be longer than a U.S. one.

[0:] Esq. Wydajewski summarizes the key aspects of the problematic U.S. provisions in non-U.S. contexts and introduces the next episode.

Baker & McKenzie

Disclaimer:

Baker & McKenzie International is a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a "partner" means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an "office" means an office of any such law firm. This may qualify as "Attorney Advertising" requiring notice in some jurisdictions. Prior results do not guarantee a similar outcome. Before you send e-mail to Baker & McKenzie, please be aware that your communications with us through this message will not create a lawyer-client relationship with us. Do not send us any information that you or anyone else considers to be confidential or secret unless we have first agreed to be your lawyers in that matter. Any information you send us before we agree to be your lawyers cannot be protected from disclosure.

Brian Wydajewski welcomes Aimee Soodan — Global Equity Services partner at Baker & McKenzie — to discuss equity compensation recharge arrangements and the tax advantages and impacts they may present.

In this 10-episode series of Talking Stock, Baker & McKenzie's Global Equity Services Practice outlines 10 strategies to maximize the rewards and mitigate the risks of your global equity program.

[0:58] Esq. Soodan explains the working basics as well as some of the reasons why a company would want to implement recharge and reimbursement arrangements.

[2:10] When arranging recharge and reimbursement agreements, a few of the important key points to keep in mind and potential traps are detailed.

[4:59] With the exception of the UK, countries will require a written reimbursement agreement, and because of exceptions like this, companies should always consider local law requirements.

[6:02] Because there may be relevant employment law-related risks when putting reimbursement agreements in place, include detailed disclaimers within the award agreements and plans.

[7:17] Esq. Wydajewski summarizes the key aspects of equity compensation and recharge arrangements and introduces the next episode.

Baker & McKenzie

Internal Revenue Code -- Section 1032

Disclaimer:

Baker & McKenzie International is a Swiss Verein with member law firms around the world. In accordance with the common terminology used in professional service organizations, reference to a "partner" means a person who is a partner, or equivalent, in such a law firm. Similarly, reference to an "office" means an office of any such law firm. This may qualify as "Attorney Advertising" requiring notice in some jurisdictions. Prior results do not guarantee a similar outcome. Before you send e-mail to Baker & McKenzie, please be aware that your communications with us through this message will not create a lawyer-client relationship with us. Do not send us any information that you or anyone else considers to be confidential or secret unless we have first agreed to be your lawyers in that matter. Any information you send us before we agree to be your lawyers cannot be protected from disclosure.