Books
Our partners contribute to and author books and compilations related to executive and equity compensation.Selected Issues in Equity Compensation
A Layperson’s Glossary of Employee Stock Option Terminology. Equity compensation has a language all its own. This glossary, compiled by Clayton Foster, defines the most commonly used terms for the layperson.
As with any specialized field, the world of employee stock options has its own vernacular. Stock options and related plans are governed, as well as influenced, by a wide array of laws, regulations, rules, and standards, including tax laws and concepts, securities laws, and accounting principles. The NCEO book , includes this glossary of plain language words and phrases.
First published by the NCEO in Selected Issues in Equity Compensation (2005, updated annually).
© 2005 -2016 Clayton Foster, all rights reserved.
The Stock Options Book
2016 EDITION NOW AVAILABLE
The 17th Edition of Clayton Foster’s seminal text The Stock Options Book, now available from the National Center for Employee Ownership, is a complete update for 2016. The newest edition includes up-to-date analyses of the Section 409A deferred compensation rules, a summary of the evolving executive compensation compliance rules and a complete chapter on current litigation trends in equity compensation (through 2012). Intended for all levels of equity professionals, from stock administrators through compensation lawyers, the book features material on “hot” issues such as option backdating and equity planning trends, along with the basic tax, securities, corporate and accounting rules. Its 400+ pages include illustrations, a glossary, a bibliography and other source materials. 17th Edition co-authored by Pamela Chernoff and Alison Wright.
Articles
We write both for our clients and for publication on topics related to our practice. You can always access our most recent articles and practice pieces from this page.Business Articles
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Employment Issues with Stock Compensation: Podcast
Bruce Brumberg, CEO of myStockOptions.com, interviews L&B partner Clayton Foster about employment, negotiation and job termination issues with equity compensation, the related stock plan documents that you need to understand, and common mistakes to avoid.
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Protecting Executive Rights in Mergers & Acquisitions
M&A activity creates both opportunities and challenges for experienced executives. Clayton Foster tells senior executives what to look for when negotiating your individual rights along with your company's deal.
Employment Articles
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AT&T Mobility v. Concepcion: Trouble for Pre-Dispute Arbitration Clauses in California?
Does Concepcion mean the end of California's Armendariz protections for employee pre-dispute arbitration clauses? There's reason to worry that after this Supreme Court decision, “justice” in the employment dispute context may be “just us employers.”
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Forum Selection Clauses in Employment Agreements
Make assumptions about forum selection at your own risk! An employment agreement that requires out-of-state dispute resolution may make the cost of enforcing your legal rights prohibitive.
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Hernandez v. Hillsides, Inc. : Is There a Right To Workplace Privacy in California?
As Hernandez makes clear, employees shouldn't count on having a right to privacy in the workplace. Rick Levine passes on some lessons from the evolving California law.
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Yours, Mine and Ours: Who Does The Company’s Lawyer Represent?
Thoughts on Avoidable Conflicts in Light of the Pendergast-Holt Case. The very real dangers raised by dual representation (both to executives who regard company counsel as personal counsel and to those counsel themselves) rarely make headlines, as they have in the recent case of Laura Pendergast-Holt, former CIO of Stanford Financial. Rick Levine reviews the much-too-common circumstance where the problem is not jail time, but rather discovering --belatedly-- that “your” lawyer actually represents your adversary.
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Post-Employment Non-Competes Unenforceable in California
Edwards v. Arthur Andersen LLP Finally Decided. The California Supreme Court finally lays down the law: don't even think about imposing a post-employment noncompete in California.
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Arbitration Gets Even Worse for California Employees
Cable Connection, Inc. v. DirectTV, Inc. Cable Connection will have impact on all arbitration in California. Unfortunately, there is no indication that the Court gave any consideration to the real world effect on real world weaker parties who must either sign the arbitration “agreements” or forego employment or services. The wonderful world of compulsory arbitration (privatized justice) just got even more wonderful.
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It All Comes Down to the Evidence: More on Reid v. Google
Both Google and Mr. Reid now face what is certain to be a very expensive - and lengthy - battle over an arcane evidentiary issue that they did not create. Rick Levine explains how we got here.
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Ledbetter v. Goodyear Tire and Rubber: Supreme Court Discriminates Against Pay Discrimination
In the Ledbetter case, a sharply divided court held that the statute of limitations on a pay discrimination claim may run even before the employee knows about the violation. Justice Ginsburg characterized the majority's interpretation of Title VII as "cramped" and "parsimonious." Rick Levine tells you why he agrees.
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The Counseled Employee: Heading Off Employment Issues Before They Become Legal Problems
When does it make sense for an employee to retain counsel? We look at two case studies from our practice.
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Outsourcing the Judicial System After Grafton
You Didn't Really Need That Constitutional Right, Did You? A recent California Supreme Court case, Grafton v. Superior Court, raises serious questions about the purposes of alternative dispute resolution. How did we get to a point where arbitration clauses are enforceable when jury waivers are not? Rick Levine considers the constitutional issues at stake.
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Should Your Employment Agreement Include An Arbitration Clause?
When is an arbitration clause the best strategy for your agreement? There's no absolute right answer. It all depends on who you are, what rights are at stake, and how much bargaining power you have in the negotiation.
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Fair Warning for Employers: Ignore Wage and Hour Law at Your Peril
In December, both Wal-Mart and FedEx were hit by multimillion dollar judgments for California wage and hour violations. Such huge awards send a clear message to employers: mind those wage and hour laws or suffer the consequences! Here are some thoughts to help you analyze your company's situation.
Equity Compensation Articles
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Employment Issues with Stock Compensation: Podcast
Bruce Brumberg, CEO of myStockOptions.com, interviews L&B partner Clayton Foster about employment, negotiation and job termination issues with equity compensation, the related stock plan documents that you need to understand, and common mistakes to avoid.
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Negotiating and Structuring Your Stock Compensation (Equity Rights on Termination): Part 3
Termination will always have an impact on your ability to retain (or exercise) equity rights. Understand the ins and outs of your documents in advance so that you can make the best decisions under pressure. This article by Clayton Foster is also featured on the MyStockOptions.com website.
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Schachter v. CitiGroup: The Other Side of the Supreme Court’s Decision
In Schachter the California Supreme Court expressly holds, for the first time, that restricted stock and other forms of deferred equity compensation are "wages" for purposes of the California Labor Code. This means that employees can expect to be protected as to both attorneys' fees and arbitration fees in employment law disputes based on equity compensation.
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Negotiating and Structuring Your Stock Compensation (Know The Key Documents): Part 2
Assessing equity comp in a start-up requires careful analysis of the rights already negotiated by previous investors. Without a complete understanding of those rights, a deal that looks great today could end up being much less than meets the eye later. This article by Clayton Foster is also featured on the MyStockOptions.com website.
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Negotiating and Structuring Your Stock Compensation (Avoiding Inconsistencies): Part 1
Clauses affecting equity compensation appear in a wide variety of interconnected corporate and employment documents. To avoid surprises later, make sure to review all related documents carefully before closing your deal. This article by Clayton Foster is also featured on the MyStockOptions.com website.