The Employee Ownership Update
December 21, 2001
Boxer/Corzine Bill Would Require 401(k) and ESOP Diversification
On December 18, Senators Barbara Boxer (D-CA) and John Corzine (D-NJ) introduced the Pension Protection and Diversification Act of 2001 to require diversification in 401(k) plans and ESOPs. Under the bill:
- Not more than 20% of total 401(k) assets in any one employee's account can be invested in employer stock.
- Employees must have not more than 90 days to move stock contributed as a match to an employee's account into other investments.
- Companies can take only a 50% deduction for matching contributions in their own stock to a 401(k) plan.
- In ESOPs, employees must be able to start diversifying their account balances at age 35 with 5 years of service.
The bill would affect ESOPs in two important ways. First, many ESOPs, particularly in public companies, are used to provide stock to match employee deferrals into 401(k) plans. Under the bill, deductions for these contributions would be limited to 50% of their value. Second, current ESOP law provides that an employee can elect to diversify up to 25% of the company stock in his or her account balance once that employee reaches age 55 and has 10 years of participation in the plan. At age 60, the percentage rises to 50%. The Boxer-Corzine bill would lower the age at which this diversification option starts, potentially making ESOPs considerably less attractive to employers.
SEC Issues New Option Disclosure Rules
The Securities and Exchange Commission has issued new rules for publicly traded companies concerning disclosure of their stock options. The new rules become effective in the second quarter of next year (although there is some ambiguity of this; the may not be effective until the end of the second quarter). An SEC press release describes the new procedures as follows:
We adopted amendments to our rules and forms under the Securities Exchange Act of 1934 to enhance company disclosure of employee stock option plans and other equity compensation arrangements. Starting in the second quarter of next year, companies will have to provide detailed information about their equity compensation plans in a new table in their annual reports on Forms 10-K and 10-KSB filed with the SEC. This information will also have to be included in a company's proxy or information statement in years in which the company is submitting a compensation plan for security holder approval. The table will include the number and weighted-average exercise price of outstanding options, warrants and rights, and the number of securities available for future issuance under a company's existing equity compensation plans. The new disclosure will be given separately for plans that have been approved by security holders and plans that have not been approved by security holders.
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