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    Course Information

6040  Stock Options: Looking Back and Moving Forward


No cost or obligation  
Course Length    60  minutes
Course Price    $ 119.00

Volume discounts and subscriptions are available; for more information, contact Cognistar Sales.

    Accreditation Information


Click on jurisdiction below for more details.
>>  1.00  credit    CA  GA  IL  NC  NY  RI  WA  WV
>>  1.20  credits    CO

    About the Instructor(s)



 
Andrew Huang


At the time of this presentation, Mr. Huang was a senior associate at Pillsbury Winthrop Shaw Pittman LLP.



  Marc Axelbaum
Pillsbury Winthrop Shaw Pittman LLP

Marc Axelbaum is a senior associate in the San Francisco office of Pillsbury Winthrop Shaw Pittman LLP. He is a general litigator whose practice is focused on white-collar criminal defense, SEC enforcement actions, corporate investigations, as well as commercial and constitutional litigation. He has experience in a broad array of criminal and civil cases, representing clients at both the trial and appellate levels in federal and state courts across the country. Mr. Axelbaum has had extensive experience in criminal cases involving allegations of revenue recognition, securities, tax and insurance fraud, theft of trade secrets, insider trading, as well as international extradition. On the civil side, Mr. Axelbaum has litigated cases raising novel questions of constitutional, privacy, telecommunications, intellectual property and education law.

Mr. Axelbaum has first-chaired six trials, all with successful outcomes. He also has significant experience handling dispositive motions and appeals, writing briefs and presenting oral arguments that have won cases in federal and state courts.

Prior to joining the firm, Mr. Axelbaum was an associate at the Chambers-ranked criminal defense boutique firm of Clarence & Dyer (formerly Clarence & Snell), and at Howard, Rice, Nemerovski, Canady, Falk & Rabkin. Mr. Axelbaum served as a law clerk to the Hon. Marsha S. Berzon of the U.S. Court of Appeals for the Ninth Circuit and for the Hon. Peter K. Leisure of the U.S. District Court for the Southern District of New York.

In 1993, Mr. Axelbaum graduated cum laude with an A.B. from Cornell University. He earned his J.D. in 1998 from Columbia University School of Law, where he was articles editor for the Columbia Law Review and a Harlan Fiske Stone scholar. He is admitted to practice in California and New York, as well as before the U.S. District Courts in California, the Southern and Eastern Districts of New York, the Southern District of Texas, and the U.S. Court of Appeals for the Ninth Circuit.



  Lawrence Hoenig
Pillsbury Winthrop Shaw Pittman LLP

Lawrence Hoenig is a partner at Pillsbury Winthrop Shaw Pittman LLP, working in the firm’s San Francisco and Silicon Valley offices. His practice is focused primarily on tax controversy work at the administrative and judicial levels. He also does international tax counseling and property tax planning work.

On the federal side, Mr. Hoenig represents taxpayers in IRS audits, administrative appeals and tax litigation in the federal courts. His clients are generally corporate, partnership, trust or estate taxpayers involved in civil tax disputes with the IRS, often including many issues and several tax years. Many of these cases have involved one or more international tax issues and several of his recent matters have centered on international transfer pricing questions under § 482 of the Internal Revenue Code. He also handles federal tax collection and procedure questions such as IRS liens, levies, summonses and penalties.

Mr. Hoenig’s international tax counseling work encompasses transfer pricing, licensing, subpart F, treaties, withholding and related issues.

On the state side, Mr. Hoenig’s practice focuses primarily on tax controversies at the administrative and judicial levels. He has represented many different kinds of businesses with change of ownership, new construction, exemption, audit, and valuation issues. He has assisted numerous high-tech companies in the valuation of computers, semiconductor manufacturing equipment, and assets used to manufacture high-tech products. In addition to this controversy work, Mr. Hoenig also gives state and local tax planning advice in connection with business transactions.

In addition, Mr. Hoenig appears regularly before groups such as the Tax Executives Institute, the National Business Institute, and the Institute for Professionals in Taxation.

Prior to joining the firm in 1982, Mr. Hoenig worked as a trial attorney for the Tax Division of the U.S. Department of Justice in Washington, DC. During that period, he traveled to various western states to handle jury and non-jury trials in federal and state courts.

Mr. Hoenig earned his B.S.B.A. magna cum laude in 1971 from the University of Denver. In 1975, he earned his J.D. from the University of California, Berkeley, Boalt Hall School of Law, where he was note and comment editor for the California Law Review. He earned an LL.M. in taxation from New York University in 1978 and has passed the Certified Public Accountant exam.

Mr. Hoenig is admitted to practice in California and before the U.S. Tax Court and various other federal courts. He is a member of the Tax Section of the American Bar Association and is also a member of the Bar Association of San Francisco.



  Robert Nolan
Pillsbury Winthrop Shaw Pittman LLP

Robert J. Nolan is an associate with Pillsbury Winthrop Shaw Pittman LLP. He is an associate in the Litigation group, and a member of the firm’s Securities Litigation and Corporate Investigations & White Collar Defense teams. His practice focuses on complex litigation and government and internal investigations. Mr. Nolan has handled a diverse array of complex cases, including class actions, in both federal and state court. He has also represented board committees in internal investigations and before government regulators. Mr. Nolan has experience in all aspects of litigation, including depositions, oral argument and motion practice.

Mr. Nolan is a member of the ABTL Leadership Development Committee and the Public Interest Clearinghouse Associate Advisory Committee. Before joining Pillsbury, Mr. Nolan served as a law clerk to the Hon. Bernard Zimmerman, U.S. Magistrate Judge, Northern District of California. He also held externships with the Hon. Marilyn Hall Patel, during her tenure as Chief Judge of the Northern District, and with the Hon. Elizabeth D. Laporte.

Mr. Nolan graduated cum laude from the University of California, Hastings College of the Law, where he served as Senior Notes Editor for the Hastings Law Journal and was a member of the National Moot Court team. He received multiple awards for academic excellence, national and regional awards for moot court, and published a note, “Prejudice Presumed: The Decision to Concede Guilt to Lesser Offenses During Opening Statements,”55 Hastings Law Journal 965 (2004). He earned his B.A. in political science and comparative religiion from Tufts University in 1998. He is admitted to practice in California and is a member of the California State Bar Association.



  Cindy Schlaefer
Pillsbury Winthrop Shaw Pittman LLP

Cindy V. Schlaefer is a partner with Pillsbury Winthrop Shaw Pittman LLP. She advises public and private corporations on the design, implementation, and ongoing administration of executive and equity compensation arrangements, including executive employment and severance agreements, change in control provisions and performance incentive plans, with a primary focus on tax, ERISA and securities law issues. She also has extensive experience with the negotiation of benefits issues in mergers, acquisitions and joint ventures; international benefits; retirement and welfare plans; and ERISA’s fiduciary responsibility, prohibited transaction and plan asset rules.

Ms. Schlaefer has served as a faculty member and speaker at seminars sponsored by the American Law Institute, the American Bar Association, the National Association of Stock Plan Professionals (NASPP) and the Western Pension & Benefits Conference, among other organizations.

In 1978, Ms. Schlaefer earned her B.Sc. magna cum laude from Brown University. At New York University School of Law, she earned her J.D. in 1981 and her LL.M. in taxation in 1986. She is admitted to practice in California.



    Outline + Synopsis

Outline Synopsis
Stock Options: Looking Back and Moving Forward
    Welcome
    I. Introduction
    II. Backdating Options
        A. Why Backdate?
        B. Risks of Backdating
        C. Examples of Backdating
        D. Do You Have a Backdating Problem?
        E. Business Consequences
    III. Tax Issues
        A. Relevant Tax Law
        B. 26 U.S.C. § 409A
            1. Options Subject to § 409A
            2. Cures for § 409A Problems
            3. Grants Exercised in 2006
        C. Incentive Stock Options
        D. Highly Paid Officers
    IV. Privilege and Fee Advancement
        A. Thompson Memo and Seaboard Report
        B. McCallum Memo and Stein Case
        C. McNulty Memo Advances
        D. McNulty Memo Limitations
        E. Impact on Investigations
    AfterWords®


Employee stock option grants have sparked tremendous controversy and myriad legal actions in recent years, from backdating scandals to proper tax and accounting treatment. This course addresses a number of issues surrounding the granting of employee stock options, including problems with backdating, recent changes in applicable tax law and regulations, and concerns about attorney-client privilege and advancement of attorney fees for individuals involved in government investigations.




    Content Provided By

  With influence and presence on both U.S. coasts and abroad, Pillsbury Winthrop Shaw Pittman LLP enjoys an expansive international platform. The firm has 14 offices in global centers for capital markets, energy and technology and provides its clients with the strength of this reach and a commitment to cross-border service and responsiveness. Pillsbury is a leader in its core areas of focus: capital markets and finance, energy, global sourcing, litigation, real estate, technology, life sciences, and communications.



    Purchase course

6040  Stock Options: Looking Back and Moving Forward

Course Price     $ 119.00


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