GLOBAL EQUITY An overview of our practice

Transcription

1 GLOBAL EQUITY An overview of our practice

2 GLOBAL EQUITY GROUP PHILOSOPHY Our philosophy for providing services to our clients can best be described as a partnership. We strive to provide our clients with a solutions-oriented approach to address their current and future legal needs. We advise our clients of current best practices and keep them apprised of legal, cultural and business changes that may affect their workforces and compensation programs. LOCAL GUIDANCE COUPLED WITH GLOBAL REACH We provide our clients a single point of contact in the same time zone that integrates their business objectives as consistently as possible across the countries around the world where they operate. At the same time, we maximize cost-efficiency by leveraging our experience and past work product and carefully directing any assistance from our colleagues around the globe. OUR EXPERIENCE Our global equity practice is highly qualified to work with multinational companies on all aspects of international or cross border equity compensation and employment issues. We have worked with more than 100 multinational companies in the design, management, implementation and maintenance of global equity compensation programs. We have found that the key to successfully implementing a global compensation program is to assess the cultural, tax and legal landscape in each country before offering such benefits to local employees. Some aspects of global equity compensation on which we regularly advise clients are as follows: Securities compliance. Advise clients on the securities filing requirements and potential exemp - tions available in the countries where they may offer equity compensation. To the extent that a securities filing or other notification is required, we draft and file the appropriate documents Tax planning. Advise clients on the alternatives available to provide tax-favored benefits in the countries where they have employees. We also draft the tax- favored plans and work with local tax services to obtain approval for the tax-favored benefits Foreign exchange. Guide clients through the intricacies of local exchange control restrictions that affect the transfer of funds and securities by the parent company, employer and employee Payroll deductions. Advise clients on the legal restrictions that exist on the holding of employees funds and payroll deductions Reporting and withholding. Work with clients to be in full compliance with local tax authorities and their obligations to withhold income tax on com pensation and benefits Social insurance. Advise clients on the social insurance obligations that should be considered with a global work force and the potential impact of these considerations 02 GLOBAL EQUITY OVERVIEW

3 Employer tax witholding and reporting Taxation of employees Employment law Employee communications GLOBAL EQUITY COMPENSATION PROGRAMS Taxation of the local entity GLOBAL EQUITY COMPENSATION PROGRAMS We advise on legal issues related to all types of equity programs, including qualified and nonqualified stock option plans, stock purchase plans, restricted stock, restricted stock units (RSUs) and stock appreciation rights (SARs). Our clients include large multinational corporations that require a broad range of equity compensation alternatives. Following is an overview of the equity compensation plan-related services we provide. Securities restrictions. Since equity-based compensation programs by their nature involve offering company stock to employees, local securities laws must be considered. We guide our clients through the local securities compliance requirements, including registering the equity compensation programs, drafting prospectuses and com pleting any ongoing filing requirements. We advise clients on compliance requirements in all jurisdictions. We have prepared securities disclosures, prospectuses, notices and registration filings on behalf of clients in Australia (ASIC class order regis tration), Belgium (prospectus filing), Canada (provincial filings), France (prospectus filing), Israel (application for prospectus exemption), Italy Data privacy (financial intermediary negotiation), Japan (Forms 6, 7, 7-2, 8 and 10 filings), Malaysia (information memorandum), New Zealand (public companies exemption filing), Philippines (SEC exemption filing) and Thailand (exemption offering notice). In addition to the countries in which we have completed these filings for clients, we routinely advise clients on the securities implications related to the offer of stock awards in China and the EU. Securities restrictions Data privacy. Data privacy is an important and often confusing area of the law. Because employee information is almost always collected, stored and transferred in the administration of equity-based compensation programs, local data privacy laws must be addressed. We work with our clients to structure the administration of these programs so that they comply with local data privacy laws and, where necessary, obtain the appropriate approvals. We have advised clients on data privacy considerations implicated by the offer of equity compensation programs in more than 90 countries. Program design Employment law. Because equitybased compensation programs are provided to employees, local employment laws must be considered. We work with our clients in the drafting and offering of equity-based compensation programs so that the parent company and the employer can mitigate the negative consequences of these laws. We have advised clients on the labor and employee acquired rights implications of equity compensation plans in all jurisdictions. Taxation of the local entity. The taxation of the local entity and the allocation of costs for offering equity-based compensation programs is often a significant internal issue for our clients. We provide our clients with alternatives to mitigate the tax consequences to the local subsidiary or branch that result from extending equity-based compensation programs to its employees; arrange for the costs of the programs to be allocated to the appropriate entity; and mitigate the tax consequences that result from the local subsidiary 03

4 or branch reimbursing the parent company for the cost of such programs. Taxation of employees. The taxation of equity-based compensation is always a concern of our clients and their employees. We help our clients find solutions to potentially onerous tax obli gations by structuring their equity-based compensation programs to take advantage of the local tax regulations and to minimize the employees tax liability wherever possible. In many countries, we are able to provide our clients with alternatives, such as adopting subplans, that allow the company and its employees to take advantage of preferential tax treatment. Employer tax withholding and reporting. One of the concerns in offering equity-based compensation programs is the scrutiny that can be imposed by local tax authorities. We work with our clients to determine whether the parent company or the local subsidiary is obligated to withhold income tax on the benefits received by the employees. We also help to establish the administrative procedures necessary to remit the taxes owed to the local agencies. Program design. Global programs must provide the flexibility necessary to give the company the tools it will need to comply with the legal and statutory requirements of multiple countries. We work with our clients to draft comprehensive program documents that address their current needs, but also anticipate future developments in the local law. In addition, we work with our clients in modifying existing US programs to offer these programs abroad. Employee communications. An important aspect of any equity-based compensation program is the manner in which the program and its benefits are communicated to the employees. We routinely assist our clients in drafting employee communication materials, which include offer letters, program summaries, agree ments, enrollment forms and tax supplements. Relying on our considerable experience, we are able to help our clients communicate unfamiliar concepts in terms that are understandable for the local employees. In addit ion to drafting these documents, we assist our clients in preparing translations into the local language. REPRESENTATIVE MATTERS Designed and implemented stock option purchase rights and RSU programs for global software and manufacturing companies in 50+ countries Implemented stock option exchange program for a global software company in 30+ countries Guided a global software company on equity compensation program compliance require ments following the acquisition of a similar global company Guided multiple global public and private companies through securities, currency exchange and tax filings in China Completed numerous securities filings for global public companies in Japan Guided multiple global public and private companies through the securities filing requirements in the EU under the prospectus directive Advised numerous global public and private companies on the evolving tax and currency exchange issues in India 04 GLOBAL EQUITY OVERVIEW

5 GLOBAL HUMAN CAPITAL Through our global human capital practice, our lawyers handle your international employee needs around the world. We work with multinational companies on a wide range of employment issues that arise in connection with a global workforce. Areas in which we regularly advise clients are as follows: Codes of conduct. With the diversity of cultures, histories, social and political backgrounds of workforces today, we regularly assist clients with drafting codes of ethics to ensure legal compliance and facilitate a respectful work environment. Data privacy. Work with clients to structure the collection, storage and transfer of employee information to be in compliance with local data privacy laws and obtain appropriate approvals. Discrimination. Advise clients on the varied and extensive laws around the world with regard to discrimination on the basis of race, gender, ethnicity, age or religion. Employee handbooks and policies. Work with clients to ensure new and existing policies are in compliance with all legal requirements and that employment policies are clear and comprehensive to avert future labor problems. Employee monitoring. Work with clients to evaluate global privacy risks among the myriad of workplace monitoring activities that exist in today s workplace. Employment contracts. Advise clients on all aspects of employment contracts, whether express or implied. Expatriate tracking. A global workforce will often have members crossing borders for varying and extended periods of time. We help clients avoid immigration and taxrelated problems while employees are on the move. Hiring. Work with clients who seek to standardize terms of employment as well as review and update existing terms and conditions of employment to be representative of current best practices. Language/translation issues. The manner in which programs and benefits are communicated to employees is key to any HR program. In addition to drafting and preparing translations for these documents, we help our clients communicate unfamiliar concepts in terms that are understandable to all employees. Leaves of absence. Work with clients on the various laws around the world and how they relate to medical, parental and other forms of leave. Non-competition and confidentiality agreements. A variety of protective provisions are becoming increasingly com - mon, as are the disputes arising 05

6 from them. We have the experience to analyze these issues and prevent problems before they arise. Non-employee workers. Advise clients on the issues and consequences of using nonemployee workers, whether they are independent contractors, agency workers or as part of a secondment or other special employment arrangement. Part-time workers. Regularly advise clients on country-specific requirements and limitations for part-time employees. Reductions in force. Work with clients to ensure compliance with all applicable laws to minimize the risk of lawsuits when undertaking a reduction in force, plant or office closing or termination of key executives. Severance. To avoid future disputes, we help clients design, draft and negotiate separation agreements containing releases and waivers of claims. Termination notices. Guide clients in negotiating and drafting settlement agreements and taking clients through special employment protection rights and dismissal hearings. Works councils/unions. Our lawyers have particular experience counseling clients with respect to European works councils as well as advising clients on collective bargaining and labor regulations issues. 06 GLOBAL EQUITY OVERVIEW

7 GLOBAL REACH LOCAL EXPERIENCE DLA Piper Offices Relationship Firms AFRICA Accra Cairo Cape Town Dar es Salaam Johannesburg Lusaka Mwanza Nairobi AMERICAS Albany Annapolis Atlanta Atlantic City Austin Baltimore Boston Caracas Chicago Dallas Florham Park Houston La Jolla Los Angeles Mexico City Miami Minneapolis New York Northern Virginia Philadelphia Phoenix Raleigh Sacramento San Diego San Francisco São Paulo Seattle Silicon Valley Tampa Washington, DC Wilmington ASIA PACIFIC Auckland Bangkok Beijing Brisbane Canberra Hong Kong Melbourne Perth Shanghai Singapore Sydney Tokyo Ulaanbaatar Wellington EUROPE Amsterdam Ankara Antwerp Berlin Birmingham Bratislava Brussels Bucharest Budapest Cologne Copenhagen Dublin Edinburgh Frankfurt Glasgow Hamburg Istanbul Kyiv Leeds Lisbon Liverpool London Madrid Manchester Milan Moscow Munich Oslo Paris Prague Rome Sarajevo Sheffield St. Petersburg Stockholm Tbilisi Vienna Warsaw Zagreb MIDDLE EAST Abu Dhabi Doha Dubai Kuwait City Manama Muscat Riyadh 07

8 ABOUT US Building strong and substantial client relationships is the compass for DLA Piper s business strategy. Today, we have 4,200 lawyers in 77 offices throughout the Americas, Asia Pacific, Europe and the Middle East. With a direct presence in 31 countries, we represent more clients in a broader range of geographies and practice areas than virtually any other law firm in the world. Our client commitment is also our brand everything matters when it comes to the way we serve and interact with our clients. If it matters to them, it matters to us. Our clients range from multinational, Global 1000 and Fortune 500 enterprises to emerging companies developing industry-leading technologies. They include more than half of the Fortune 250 and nearly half of the FTSE 350 or their subsidiaries. FOR MORE INFORMATION To learn more about DLA Piper, visit or contact: Dean Fealk T dean.fealk@dlapiper.com DLA Piper is a global law firm operating through DLA Piper LLP (US) and affiliated entities. For further information please refer to Note past results are not guarantees of future results. Each matter is individual and will be decided on its own facts. Attorney Advertising. Copyright 2012 DLA Piper LLP (US). All rights reserved. OCT12 05J_LET.