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The Employee Ownership Update

Corey Rosen

April 8, 1999

(Corey Rosen)

SEC Issues New Rule for Exempting Offerings to Employees from Registration Requirements

Note on June 2: The discussion originally placed under this heading has been deleted because it has now been superseded by an article on these issues elsewhere on this site.

FASB Proposes Option Accounting Rules

The Financial Accounting Standards Board (FASB) has, as expected, issued proposed rules stating that if a company reprices its options, they are subject to variable accounting rules, meaning that companies will have to record as an expense the difference between the new lower grant price and any subsequent increase in the price of the underlying shares for each year the share price exceeds the option grant price. Companies could, however, cancel the old options and issue new options at a lower price if they wait at least six months after the cancellation. If they do this, the new options would not trigger a compensation expense.

The board also exempted stock purchase plans with "lookback" features from any requirement to record the bargain element as a compensation expense. Lookback features allow employees to purchase stock at the lower of a current price (usually with a 15% discount) or the time when they started to put pay aside to provide funds to buy the shares, often six months to one year before the actual final date to commit to the purchase.

Employees Will Use ESOP to Buy Champion Plant

Employees of Champion International's Canton, NC, paper plant plan to use an ESOP to buy their facility. The ESOP will own 40% of the new company, with the rest owned primarily by the KPS Fund. The 2,300 workers will take wage and benefit concessions to help finance the transaction, which is the largest worker-led buyout since the employee buyout of United Airlines. The transaction is scheduled to be completed in May.

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