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Dec21
Stock and Compensation
The following is not meant to be legal advice.

 

 

On December 13, 2007, Perkins Coie, LLP gave a talk on stock and compensation.

 

 

A company cannot issue stock to someone unless it is registered or has an exemption from registration.  If the company makes a misstatement, it may engage in securities fraud.  

 

 

Finders raise money, and may get 5% from finding investors.  Technically, finders agreements are not legal.  The finder is not a registered broker-dealer under federal or state laws. 

 

A company has no obligation to investigate whether an investor is accredited or not accredited.  If an unaccredited investor invests, it has the right to rescind unless it lied and said it was accredited.  If a company has too many unaccredited investors, it may need to make more disclosures on its stocks. 

 

 

If stock is subject to service (vesting) at the time a person buys the shares, there is a 83(b) election, within 30 days.  This may accelerate the taxes, which may be zero ordinary income.  The taxes are based on the spread between the exercise and issue price.  The employer does not need to give notice to someone to exercise his/her shares.

Compensation

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