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July 30th, 2010
In this Issue:
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Latest Webcast Materials from BOTH of our July Presentations:
Hey Wait, Wasn't I Supposed to be Rich by Now?: Communicating Value to Private Company Stock Plan Participants:
SOS Employment Opportunities
From the SOS Library:
Electronic Delivery of Section 6039 Participant Statements
A recorded demo of "Email Xpress", the SOS automated solution for emailing participant stock plan confirmations and statements, is now available:
Ideas or Questions:
Do you have ideas for our next newsletter or webcast? Topics you're dying to see addressed but haven't yet? Please send us an e-mail with your ideas to: firstname.lastname@example.org.
Keeping Up with SOS
"Conference season" seems to be year-round for equity compensation. Just when we'd finished preparing for/presenting at the last round of annual, the next spate of submissions is due. At SOS, we make our best effort to attend and present at as many industry conferences as possible. So we thought we'd take a moment to remind you of just a few of the conferences that SOS will be attending and presenting at this year. We hope that you'll take a moment to stop by and chat with us, we love to talk shop!
The SF NASPP All-day Conference on August 11. SOS will join Pam Ellis of Solium Capital and Wendy Jennings of Riverbed Technologies to discuss the revised Section 6039 requirements.
The SF GEO Meeting on September 2. Elizabeth Dodge of SOS, and Dan Walter, of Performensation will present "Internet, The Next Generation: Leveraging Web Tools in Stock Plans".
Elizabeth Dodge, CEP
Need an easy way to stay up-to-date on industry news? Follow us on Twitter or become a fan on Facebook.
Performance Plan-tastic: Handling the Perks and Pitfalls of Performance
August 26th, 2010
Please join us for our next free webcast on August 26th at 11am Pacific Time, 2pm Eastern Time.Description:
Are you currently wrestling with performance shares? Or are you still just dreading the day that management gently informs you that they've just implemented a performance plan? And praying that it's not a broad-based plan with insanely complicated goals and metrics?
Whichever camp you're in, our expert panel will review some of the challenges inherent in performance plans, some common (and some unusual) designs we're seeing in the marketplace, cover the accounting treatment, and give you tips to tackle and handle your performance plans and still have time for your day job and maybe even a life outside of work.
SOS Employment OpportunitiesAs we hit the year's midway point, and the economy continues its recovery, we've seen a rapid and continuous increase in the demand for qualified equity compensation professionals to meet our clients' and partners' needs. We are currently seeking excellent candidates interested in day-to-day stock adminstration, or high-level consulting with the SOS Team, as well as those looking for change of scenery through our temp-to-perm and direct placement services.
To learn more about these exciting opportunities, please click here.
M&A: ProcessingThe second in a three part series on Mergers & Acquisitions
Last month we talked about due diligence, the questions to be asked, and many of the things you should be considering once your company has decided to acquire / or to be acquired by another company. Read more from last month's topic: Due Diligence for Mergers and Acquisitions.
We continue our second in a series of three by addressing the common processes involved when it comes to updating the system of record with the people and awards impacted by the terms of the acquisition.
Probably one of the most challenging areas that you will face during the M & A process is that of integrating data between systems. As we mentioned earlier timing issues are key and you will have come up with a plan during those integration meetings. You can choose to defer the consolidation and run parallel systems for a period of time or to do the consolidation immediately following the close.
During those discussions you will be looking at rational for this decision:
If you run parallel you will have some financial reporting challenges, because you now have two platforms, two different systems and two places to ensure imports are properly imported and necessary updates are made. On the positive side there is little disruption from the employee perspective. If, on the other hand, you do an immediate consolidation (a more common approach) then you will be asking management for and hoping for a trading blackout period. Some companies may be okay with a short black out due to the merge but if they are not, and trading is allowed for the entire close period then you will have reconciling items which are a challenge. The good news is that the financial reporting will be simpler and of better quality because all the data is in one place. In either case, weigh the risks, and discuss with the integration team what other departments are doing and come up with the solution that best suits your company's goals.
At this point you have done much due diligence, gathered information and gotten to know the acquisition team both internally and your counterparts from the target company. The closing date is fast approaching. Do you know what you need to do once you have an official close? Have you worked out a detailed project plan so that you know step by step what is happening, when and by whom? Have you performed a test run? If you have done all of this then you are ready for what's next. Closing Day!
The closing activities are all about timing and execution. It is not uncommon to have an accelerated timeline relative to your test run [what does this mean?]. Even if you have performed all the steps previously discussed, be sure to expect some tweaks from what you learned during your test run and phase. As the company being acquired, it's time to close out plans and systems, accelerate and or convert awards, reconcile, reconcile, reconcile and assist in the consolidation process. If your company is the one doing the acquiring, then chances are that you will be the one consolidating data from the target company with your own. How will you get everything loaded into your system, give new employees access to their converted awards and ensure that everything reconciles from the original source - before the exchange ratio has been applied through the post integration, will the forecast be right, can you account for differences? There is a lot to be certain of, so between the due diligence phase and the closing events, your best chance for success is to outline how you will address the following items:
Laura Reis, CEP, Director
Laura Reis joined Stock and Option Solutions, Inc. (SOS) in January 2006. As Director for Data Solutions her responsibilities are centered on the management and hands-on application of system changes for specialized projects where changes to data are integral to overall success of the project. Previous projects include reconciliations following data conversions or upgrades, grant accelerations, working with restatement clients, curing 409A grant issues in addition to supporting clients' needs with respect to process improvements and best practices. Before joining SOS, Laura spent 10 years managing the Stock Plan Administration departments for various high tech companies in the San Francisco Bay Area. She has worked for both public and private companies within the high tech industry and worked as a consultant for a couple of years where she focused on training stock plan administrators for daily administration.
Since Laura began her equity compensation profession, she has supported the SF Chapter of NASPP in various roles including Secretary, Director and Chapter President. She has also volunteered from time to time for the CEP Institute.
Laura began her career in 1995 as junior administrator and received her CEP designation in 1997. She earned a BA in Sociology from the University of Northern Colorado.
Product Spotlight: SOS 6039 Services & Solutions
Our line of 6039 solutions and services will simplify your life, save you time and reduce your company's risk by helping you comply with the newly revised Section 6039.
Substitute forms and aggregate forms are allowable, so forms can be tailored as requested1, for an additional cost.
In-house SoftwareIRS e-Filings
Beginning in 2011 for transactions that occurred in 2010, you must also report these transactions to the IRS. If you have over 250 transactions to report, you will be required to report electronically and SOS can help.
6039 Xpress for IRS FilingExpert Assistance with 6039 Compliance
Our consultants have helped companies implement internal and external solutions for complying with the revised regulations. Our consultants can work with your stock plans personnel and other departments to develop documented processes and procedures. This may also include development of customized reports, business requirements documents, and/or specifications to automate the movement of data between the stock plan system and other internal or third-party systems.
1Please note that there are specific IRS requirements for substitute forms and the client will be responsible for compliance if changes to these forms are requested.
SOS Across Our Desk: Equity Compensation in the News...Say-on-pay
What's So New About Say-on-Pay? (from the NASPP Blog) Great article highlighting the SVC NASPP's recent local meeting and speakers...Say on Pay Leads to 38% Drop in CEO Comp.
Option Backdating...we bring you at least one every month
To 404(b), or Not to 404(b)...
Around the world...
Online Grant Agreements
Finding and Foiling Fraud
SOS Xposé...tender tidbits about people and players in our industry...
New Addition... On July 21st, Matt Abram of EASi and his wife Heather had their second daughter, Sienna (9lbs, 3oz.) Congratulations to you both!
"Pretirement" News...Kevin Feeney of Gartner will be leaving at the end of August and will begin the "pretirement" phase of his life as a visiting professor of accounting at Franklin & Marshall College in Lancaster, Pennsylvania. Good luck, Kevin
Following in the footsteps...Geir Fjugstad's (of Credit Suisse Securities) daughter Brittany Fjugstad recently graduated with honors with degrees in Economics and Finance. Her hard work has paid off in a position at StockCross, assisting Eric Tassell with their Corporate Services business. Geir looks forward to introducing her to everyone at NASPP in Chicago! Congratulations Brittany!
CEP...SOS would like to congratulate the 43 studious and hard-working individuals who passed Level 3 of the CEP Exam this June. To see the list, please click here... Registration for the November 6 CEP exams closes on September 24. There is a lot at stake with equity compensation. Make sure you have the right skills and expertise.
CEP scholarship opportunity...The Certified Equity Professional Institute awards the Marilyn J. Perkins Claassen Memorial Scholarship to two members of the stock plan community who wish to pursue the Certified Equity Professional (CEP) designation through Santa Clara University CEP Institute (CEPI). Application deadline is August 16. For more details, please go here.
In case you didn't know, or just needed a reason: August 15th is National Relaxation Day
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|Information provided in this newsletter is designed for educational and entertainment purposes only and is not provided as professional service or advice. Moreover, this newsletter should not be relied on as legal, accounting, auditing, or tax advice. Anyone reading this newsletter should not act upon this information without seeking professional counsel and/or input from their advisors. The preceding information does not necessarily represent the official views of Stock & Option Solutions, Inc. with respect to any of the issues addressed.|
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