KLA-Tencor takes big charge relating to backdating stock options, reimbursing employees for 409A penalty taxes, and related costs.
Press Release (see footnotes)
Stock option backdating; $65 million payout; $400 million in restatements.
Tender Offer to replace bad options
CFO Resigns
Thursday, April 24, 2008
Monday, April 14, 2008
Friday, April 4, 2008
Tuesday, April 1, 2008
$50 Million in 409A Additional Taxes Incurred by Lam Research
http://www.bizjournals.com/eastbay/stories/2008/03/31/daily19.html
Lam (NASDAQ: LRCX) expects to record cash expenses for the quarter ended in March of $50 million to $55 million "to assume responsibility for the 409A tax liabilities of employees."
Lam Research 8-K
Lam Research Tender Offer to Optionees
Lam (NASDAQ: LRCX) expects to record cash expenses for the quarter ended in March of $50 million to $55 million "to assume responsibility for the 409A tax liabilities of employees."
Lam Research 8-K
Lam Research Tender Offer to Optionees
Tuesday, March 18, 2008
409A and Non-U.S. Arrangements
http://www.mercer.com/referencecontent.jhtml?idContent=1296475
"Although there are lengthy compliance requirements to avoid the tax consequences, a number of potential exemptions are available to non-US plans. These exemptions are quite complex and are discussed in the article."
"Although there are lengthy compliance requirements to avoid the tax consequences, a number of potential exemptions are available to non-US plans. These exemptions are quite complex and are discussed in the article."
Thursday, March 13, 2008
Thursday, February 28, 2008
Tech CFOs Cite 409A Third on List of Biggest Challenges
http://www.cscpa.org/Content/23081.aspx
"Forty-nine percent of the 100 CFOs surveyed identified Section 404 as the greatest challenge, 36 percent said FIN 48, and 12 percent cited 409A. "
"Forty-nine percent of the 100 CFOs surveyed identified Section 404 as the greatest challenge, 36 percent said FIN 48, and 12 percent cited 409A. "
Monday, February 18, 2008
Option Reprice Wave Builds
http://www.financialweek.com/apps/pbcs.dll/article?AID=/20080218/REG/287644456
"With top executives and rank-and-filers at many U.S. companies holding now-worthless stock options, the time seems right for a round of repricing. New rules requiring companies to get the blessing of shareholders, themselves freshly gored by falling stock prices, will force boards to devise friendlier, or at least less objectionable, ways to pitch the controversial practice."
409A not discussed, but see Preamble to final regulations relating to re-pricing options.
"With top executives and rank-and-filers at many U.S. companies holding now-worthless stock options, the time seems right for a round of repricing. New rules requiring companies to get the blessing of shareholders, themselves freshly gored by falling stock prices, will force boards to devise friendlier, or at least less objectionable, ways to pitch the controversial practice."
409A not discussed, but see Preamble to final regulations relating to re-pricing options.
Friday, February 15, 2008
IRS Reverses Position on 162(m); Public Companies Confused
http://taxprof.typepad.com/taxprof_blog/2008/02/irs-reverses-co.html
"In earlier rulings, the IRS had treated payments upon an executive's involuntary termination or termination for good cause as coming within the death, disability, or change in control exception. In PLR 200804004 (1/25/2008), the IRS reversed course and ruled that an incentive pay award would not qualify as performance-based compensation exempt from the § 162(m) $1 million cap where the executive is entitled to the payment in the event of an involuntary termination or termination for good reason."
IRS PROVIDES TRANSITION RELIEF (February 21, 2008)
http://www.irs.gov/pub/irs-drop/rr-08-13.pdf
LAW FIRMS FIGHT BACK
http://www.deweyleboeuf.com/files/News/c7df8e65-4b85-47b3-bda4-52470ea3df67/Presentation/NewsAttachment/c1a267bb-2c43-45aa-9265-5368ee28c7c5/6336.pdf
RESULTS FROM THIS?
http://www.law.harvard.edu/programs/olin_center/corporate_governance/MediaMentions/09-05-06_BusinessWeek.pdf
"In earlier rulings, the IRS had treated payments upon an executive's involuntary termination or termination for good cause as coming within the death, disability, or change in control exception. In PLR 200804004 (1/25/2008), the IRS reversed course and ruled that an incentive pay award would not qualify as performance-based compensation exempt from the § 162(m) $1 million cap where the executive is entitled to the payment in the event of an involuntary termination or termination for good reason."
IRS PROVIDES TRANSITION RELIEF (February 21, 2008)
http://www.irs.gov/pub/irs-drop/rr-08-13.pdf
LAW FIRMS FIGHT BACK
http://www.deweyleboeuf.com/files/News/c7df8e65-4b85-47b3-bda4-52470ea3df67/Presentation/NewsAttachment/c1a267bb-2c43-45aa-9265-5368ee28c7c5/6336.pdf
RESULTS FROM THIS?
http://www.law.harvard.edu/programs/olin_center/corporate_governance/MediaMentions/09-05-06_BusinessWeek.pdf
Wednesday, February 6, 2008
IRS Signals More Intense Scrutiny of Executive Compensation for Tax-Exempt Organizations
http://www.pearlmeyer.com/knowledgecenter/alerts/NewForm990.pdf
"Tax-exempt organizations face significantly expanded disclosure of executive compensation programs and related Board policies in the 2008 tax year under new IRS rules. As a result, potential donors are more likely to review pay programs with greater scrutiny."
"Tax-exempt organizations face significantly expanded disclosure of executive compensation programs and related Board policies in the 2008 tax year under new IRS rules. As a result, potential donors are more likely to review pay programs with greater scrutiny."
Friday, January 25, 2008
Time to end the 'talent tax' in Silicon Valley
http://www.pacificresearch.org/publications/id.1202/pub_detail.asp
"President Bush wants to make the American work force globally competitive, but new government rules may soon push the best and brightest of Silicon Valley out of the country. Unless the U.S. wants to add talented professionals as a new national export, Congress should revoke the tax disaster known as Section 409A."
"President Bush wants to make the American work force globally competitive, but new government rules may soon push the best and brightest of Silicon Valley out of the country. Unless the U.S. wants to add talented professionals as a new national export, Congress should revoke the tax disaster known as Section 409A."
Thursday, January 24, 2008
Has Congress Stopped Executives from Raiding the Bank? A Critical Analysis of I.R.C. §409A
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=1010983
"This paper focuses on how §409A began largely as a reaction to the sizeable distributions to Enron executives from their nonqualified deferred compensation accounts shortly before Enron's collapse. The paper discusses how §409A represents a major shift in nonqualified deferred compensation planning but does little to remedy the exact problem at Enron that gave rise to §409A."
"This paper focuses on how §409A began largely as a reaction to the sizeable distributions to Enron executives from their nonqualified deferred compensation accounts shortly before Enron's collapse. The paper discusses how §409A represents a major shift in nonqualified deferred compensation planning but does little to remedy the exact problem at Enron that gave rise to §409A."
Tax Rules Governing Deferred Compensation, 409A, Focused on the Least Important Policy Considerations and Ignore the Most Important
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=969058
"The tax rules governing deferred compensation, codified at section 409A, are harsh and complex. The rules are focused on the least important policy considerations and overlook the most important. Professors Halperin and Yale suggest a different approach, one that would make the law simpler, fairer, and more effective."
"The tax rules governing deferred compensation, codified at section 409A, are harsh and complex. The rules are focused on the least important policy considerations and overlook the most important. Professors Halperin and Yale suggest a different approach, one that would make the law simpler, fairer, and more effective."
Monday, January 21, 2008
Sunday, January 20, 2008
Sunday, January 13, 2008
Executive Compensation Reform and the Limits of Tax Policy
http://www.urban.org/publications/311113.html
"But the legislation misses the mark for effective reform. It does little to address the long-standing improper tax subsidy for certain deferred compensation arrangements. Compounding matters, the legislation follows previous misguided efforts to regulate corporate governance through the tax code, almost certainly leaving shareholders worse off for the effort. In short, Congress not only let slip away an opportunity for meaningful tax policy reform, but it also took a large step backward on corporate-governance policy."
"But the legislation misses the mark for effective reform. It does little to address the long-standing improper tax subsidy for certain deferred compensation arrangements. Compounding matters, the legislation follows previous misguided efforts to regulate corporate governance through the tax code, almost certainly leaving shareholders worse off for the effort. In short, Congress not only let slip away an opportunity for meaningful tax policy reform, but it also took a large step backward on corporate-governance policy."
Regulation is Blocking Way for US Enterprise
http://search.ft.com/ftArticle?queryText=409A&y=6&aje=true&x=13&id=070604007100&ct=0
"The US has long enjoyed multiple and largely uncongested exit avenues, a big factor in its entrepreneurial vibrancy. Now some in its technology communities fear those avenues are narrowing, perhaps closing."
"The US has long enjoyed multiple and largely uncongested exit avenues, a big factor in its entrepreneurial vibrancy. Now some in its technology communities fear those avenues are narrowing, perhaps closing."
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