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Proposed Tax Reform Stands to Impact Equity and Performance-Based Compensation

fenwick.com

21–30 of 116 posts

Re: Proposed Tax Reform Stands to Impact Equity and Performance-Based Compensation

#21
post #18
post #11

> 409B does not appear to impact the taxation of incentive stock options (ISOs), which in conjunction with the repeal of the alternative minimum tax, would make ISOs more valuable So AMT is being repealed now?

Yes, which is sort of a shame. Frankly if you were serious about simplifying the tax code and reducing unfairness and asymmetry, you'd keep the AMT and throw out the existing income tax. But whatever: the AMT is an issue for upper middle class taxpayers, and particularly ones (like tech employees, and most particularly startup employees) who see lots of their income in big chunks like stock grants and option exercise…

why would you want any tax cut when the economy is growing? what about the massive debt we took on when the economy was shrinking?

Re: Proposed Tax Reform Stands to Impact Equity and Performance-Based Compensation

#22

Earlier quoted context omitted.

Yea, it's talked about very negatively by the president because it creates a lot of extra work, both for the IRS and tax attorneys.

I would think tax attorneys would appreciate more billable hours. The 'postcard sized tax form' touted by the GOP left me wondering what the makers of TurboTax and other tax preparation software think about that specific proposal.

TurboTax et al absolutely hate it, of course, and work hard lobbying Congress to ensure it doesn't happen. https://www.propublica.org/article/filing-taxes-could-be-fre...

Re: Proposed Tax Reform Stands to Impact Equity and Performance-Based Compensation

#23
post #18
post #11

> 409B does not appear to impact the taxation of incentive stock options (ISOs), which in conjunction with the repeal of the alternative minimum tax, would make ISOs more valuable So AMT is being repealed now?

Yes, which is sort of a shame. Frankly if you were serious about simplifying the tax code and reducing unfairness and asymmetry, you'd keep the AMT and throw out the existing income tax. But whatever: the AMT is an issue for upper middle class taxpayers, and particularly ones (like tech employees, and most particularly startup employees) who see lots of their income in big chunks like stock grants and option exercise…

> exactly where you'd want them

Is that so? Counter-cyclic policy is generally the right choice for stability. If we lower taxes now, when the economy is doing fine at current tax levels, we give up an opportunity to simulate the economy through tax reduction later, when the inevitable recession hits.

Re: Proposed Tax Reform Stands to Impact Equity and Performance-Based Compensation

#24

Overall I think average comp full time employees at eaely stage startups will be a big beneficiary. They won't hit the exercise threshold, AMT will be gone, and ISO tax benefits and 409A valuation will remain. One problem I see is that the extended exercises that are popular these days convert from ISO to NQOs, so I wonder what that treatment will be like. Contractors lose some flexibility over NQOs, but imho they we…

Why do you assume average employees won't hit the cap? $100k isn't exactly a massive sum in tech.

ISOs are priced at the 409a value, which can be 1/10th of the preferred share price. Generally speaking, the 409a value converges with the preferred price as the company is de-risked and moves closer to IPO.

Re: Proposed Tax Reform Stands to Impact Equity and Performance-Based Compensation

#25

Earlier quoted context omitted.

Yea, it's talked about very negatively by the president because it creates a lot of extra work, both for the IRS and tax attorneys.

Surely, the fact that $31M of the $38M of tax he paid in 2005 was AMT had nothing whatsoever to do with it... https://www.marketwatch.com/story/read-this-to-see-if-you-ow...

AMT has always been seen as poor solution/compromise and is also in both house and senate versions of this bill

who cares about this populist president's past experience with it

mayyyybe if he made the AMT repeal a part of a red line for him not to veto the bill congress sends him, then you could pull out that article

but making everything about Trump? ehhh its hard to defend

Re: Proposed Tax Reform Stands to Impact Equity and Performance-Based Compensation

#26
post #24

Earlier quoted context omitted.

Why do you assume average employees won't hit the cap? $100k isn't exactly a massive sum in tech.

ISOs are priced at the 409a value, which can be 1/10th of the preferred share price. Generally speaking, the 409a value converges with the preferred price as the company is de-risked and moves closer to IPO.

Right, but for later-stage startups I can certainly imagine average employees hitting the exercise cap.

Re: Proposed Tax Reform Stands to Impact Equity and Performance-Based Compensation

#27
post #20

Earlier quoted context omitted.

I would think tax attorneys would appreciate more billable hours. The 'postcard sized tax form' touted by the GOP left me wondering what the makers of TurboTax and other tax preparation software think about that specific proposal.

The "postcard sized tax form" is essentially the same level of complexity as the 1040EZ, which already exists. See: https://www.vox.com/policy-and-politics/2017/8/30/16219906/p...

The standard deduction doubling will mean that most people will be able to use a simple form rather than itemizing.

Re: Proposed Tax Reform Stands to Impact Equity and Performance-Based Compensation

#28
> Similarly, awards with vesting triggers based on exit events such as an initial public offering or change-in-control would be taxable on grant unless they require the recipient to be employed through the liquidity date

Double trigger RSUs are popular in late stage unicorns where the exercise price for ISOs have already hit a high level but the stock isn't liquid enough to sell to cover the tax as they vest.

A lot of people might be affected, I wonder if existing grants are grandfathered in?

Re: Proposed Tax Reform Stands to Impact Equity and Performance-Based Compensation

#29
post #18
post #11

> 409B does not appear to impact the taxation of incentive stock options (ISOs), which in conjunction with the repeal of the alternative minimum tax, would make ISOs more valuable So AMT is being repealed now?

Yes, which is sort of a shame. Frankly if you were serious about simplifying the tax code and reducing unfairness and asymmetry, you'd keep the AMT and throw out the existing income tax. But whatever: the AMT is an issue for upper middle class taxpayers, and particularly ones (like tech employees, and most particularly startup employees) who see lots of their income in big chunks like stock grants and option exercise…

you're right that it would be more fair to keep AMT, but that's only because of the complexity of the tax code with all of its deductions and loopholes.

but i disagree that the tax plan is not designed to be dstructive. the bill is tax gerrymandering at it's finest--designed primarily to boost the republican party, it's cronies, and especcially trump himself, while punishing all others, including the poor and powerless. it saddles the federal government with massive debt while providing tax breaks to those who least need it. there is simply no intent anywhere in this "tax reform" to actually improve our economy through good policy; it's rather designed to achieve purely political aims, destructiveness be damned.

but more to the point, the proposed 409b section is about restricting when we can recognize income for tax purposes. while fictitious corporate "persons" are allowed to shift income and losses at will forward and backward along the timeline to avoid taxes, we humans, i.e. real people, cannot. this is simply the exact opposite of how the system should be designed. we should favor real people over fake people (especially over fake entities designed solely to completely shield already-advantaged owners from their failings and mistakes).

even better, let's entirely remove the ability to move income and loss recognition through time for tax purposes. it's simpler and less prone to gamesmanship (i know that's more complicated than it sounds, but it's surely much less complicated than the current rules).

Re: Proposed Tax Reform Stands to Impact Equity and Performance-Based Compensation

#30
post #27
post #20

Earlier quoted context omitted.

The "postcard sized tax form" is essentially the same level of complexity as the 1040EZ, which already exists. See: https://www.vox.com/policy-and-politics/2017/8/30/16219906/p...

The standard deduction doubling will mean that most people will be able to use a simple form rather than itemizing.

Regardless of what the standard deduction is, don't you still have to first itemize in order to figure out whether you should itemize?
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