Tax and Securities Sources for Equity Compensation

2008. 406 pp. (6" x 9"), softcover; $35 for NCEO members; $50 for nonmembers

This book, prepared for the Certified Equity Professional Institute (CEPI) at Santa Clara University, is a collection of tax and securities source materials relevant to the study of equity compensation. The CEPI offers a course of study leading to certification as a Certified Equity Professional (see cepi.scu.edu). The CEPI curriculum committee selected the materials included here as being essential for those involved with equity compensation. This book is intended for education and general reference and is neither an official publication nor a comprehensive legal reference. Notes on legislative and regulatory history are not included. Practitioners and corporate personnel should check for the latest versions of these sources (as available from government and other sites) when conducting business.

Preface
Part 1—Securities
Statutes
Securities Act of 1933
Section 4—Exempted Transactions
Section 5—Prohibitions Relating to Interstate Commerce and the Mails
Securities Exchange Act of 1934
Section 10—Regulation of the Use of Manipulative and Deceptive Devices
Section 16(a)—Directors, Officers, and Principal Stockholders
Section 16(b)—Profits from Purchase and Sale of Security Within Six Months
Regulations Under the Securities Act of 1933
Regulation D
Preliminary Notes
Rule 501—Definitions and Terms Used in Regulation D
Rule 502—General Conditions to Be Met
Rule 503—Filing of Notice of Sales
Rule 504—Exemption for Limited Offerings and Sales of Securities Not Exceeding $1,000,000
Rule 505—Exemption for Limited Offers and Sales of Securities Not Exceeding $5,000,000
Rule 506—Exemption for Limited Offers and Sales without Regard to Dollar Amount of Offering
Rule 507—Disqualifying Provision Relating to Exemptions Under Rule 504, Rule 505 and Rule 506
Rule 508—Insignificant Deviations from a Term, Condition or Requirement of Regulation D
Rule 144 —Persons Deemed Not to Be Engaged in a Distribution and Therefore Not Underwriters
Rule 701 —Exemption for Offers and Sales of Securities Pursuant to Certain Compensatory Benefit Plans and Contracts Relating to Compensation
Rule 10b-5
Rule 10b5-1
Regulation 13D–G—Securities Ownership
Rule 13d-1. Filing of Schedules 13D and 13G
Rule 13d-2. Filing of Amendments to Schedule 13D or 13G
Rule 13d-3. Determination of Beneficial Owner
Rule 13d-4. Disclaimer of Beneficial Ownership
Rule 13d-5. Acquisition of Securities
Rule 13d-6. Exemption of Certain Acquisitions
Rule 13d-7. Dissemination
Schedule 13D
Schedule 13G
Regulation 14A
Solicitation of Proxies
Rule 14a-1 (Reg. §240.14a-1). Definitions
Rule 14a-2 (Reg. §240.14a-2). Solicitations to Which §240.14a-3 to §240.14a-15 Apply
Rule 14a-3 (Reg. §240.14a-3). Information to be Furnished to Security Holders
Rule 14a-4 (Reg. §240.14a-4). Requirements as to Proxy
Rule 14a-5 (Reg. §240.14a-5). Presentation of Information in Proxy Statement
Rule 14a-6 (Reg. §240.14a-6). Filing Requirements
Rule 14a-7 (Reg. §240.14a-7). Obligations of Registrants to Provide a List of, or Mail Soliciting Material to, Security Holders
Rule 14a-8 (Reg. §240.14a-8). Shareholder Proposals
Rule 14a-9 (Reg. §240.14a-9). False or Misleading Statements
Rule 14a-10 (Reg. §240.14a-10). Prohibition of Certain Solicitations
Rule 14a-11 (Reg. §240.14a-11). [Removed and Reserved.]
Rule 14a-12 (Reg. §240.14a-12). Solicitation Before Furnishing a Proxy Statement
Rule 14a-13 (Reg. §240.14a-13). Obligation of Registrants in Communicating With Beneficial Owners
Rule 14a-14 (Reg. §240.14a-14). Modified or Superseded Documents
Rule 14a-15 (Reg. §240.14a-15). Differential and Contingent Compensation in Connection With Roll-up Transactions
Schedule 14A —Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Rule 15c6-1 —Settlement Cycle
Rules 16a-1—16a8: Reports of Directors, Officers and Principal Shareholders
Rule 16a-1. Definition of Terms
Rule 16a-2. Persons and Transactions Subject to Section 16
Rule 16a-3. Reporting Transactions and Holdings
Rule 16a-4. Derivative Securities
Rule 16a-5. Odd-Lot Dealers
Rule 16a-6. Small Acquisitions
Rule 16a-7. Transactions Effected in Connection With a Distribution
Rule 16a-8. Trusts
Rule 16b-3. Transactions Between an Issuer and Its Officers or Directors
Regulation FD
Rule 100. General Rule Regarding Selective Disclosure
Rule 101. Definitions
Rule 102. No Effect on Antifraud Liability
Rule 103. No Effect on Exchange Act Reporting Status
Items Under Regulation S-K
Item 201
Item 402
Item 405
Federal Reserve Regulations Under the Securities Exchange Act
Regulation T
SEC Forms and Instructions
Form 3 and instructions
Form 4 and instructions
Form 5 and instructions
New York Stock Exchange Listed Company Manual
303A.02. Independence Tests
303A.08. Shareholder Approval of Equity Compensation Plans
312.03. Shareholder Approval
Part 2—Taxation
Statutes
Internal Revenue Code
Sec. 83. Property transferred in connection with performance of services
Sec. 162(m). Certain excessive employee remuneration
Sec. 409A. Inclusion in gross income of deferred compensation under nonqualified deferred compensation plans
Sec. 421. General rules
Sec. 422. Incentive stock options
Sec. 423. Employee stock purchase plans
Sec. 424. Definitions and special rules
Sec. 1041. Transfers of property between spouses or incident to divorce
Sec. 3401. Definitions
Sec. 3402. Income tax collected at source
Sec. 4999. Golden parachute payments
Sec. 6039. Information required in connection with certain options
Regulations
26 CFR § 1-83.6—Deduction by employer
26 CFR § 1.162-27—Certain employee remuneration in excess of $1,000,000
26 CFR § 1.409A-1(b)(5)—Stock options, stock appreciation rights, and other equity-based compensation
26 CFR § 1.6039-1— Statements to persons with respect to whom information is furnished
IRS Releases
Revenue Ruling 2002-22—Transfers Incident to Divorce
Revenue Ruling 80-244—Employee Stock Options; Payment with Stock
Notice 2007-49—Covered Employees Under Section 162(m)(3)
About the NCEO and Its Publications

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Tax and Securities Sources for Equity Compensation

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