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For more than four decades, Fenwick & West LLP has helped some of the world’s most recognized companies become, and remain, market leaders. From emerging enterprises to large public corporations, our clients are leaders in the technology, life sciences and cleantech sectors and are fundamentally changing the world through rapid innovation.  MORE >

Fenwick & West was founded in 1972 in the heart of Silicon Valley—before “Silicon Valley” existed—by four visionary lawyers who left a top-tier New York law firm to pursue their shared belief that technology would revolutionize the business world and to pioneer the legal work for those technological innovations. In order to be most effective, they decided they needed to move to a location close to primary research and technology development. These four attorneys opened their first office in downtown Palo Alto, and Fenwick became one of the first technology law firms in the world.  MORE >

From our founding in 1972, Fenwick has been committed to promoting diversity and inclusion both within our firm and throughout the legal profession. For almost four decades, the firm has actively promoted an open and inclusive work environment and committed significant resources towards improving our diversity efforts at every level.  MORE >

At Fenwick, we are proud of our commitment to the community and to our culture of making a difference in the lives of individuals and organizations in the communities where we live and work. We recognize that providing legal services is not only an essential part of our professional responsibility, but also an excellent opportunity for our attorneys to gain valuable practical experience, learn new areas of the law and contribute to the community.  MORE >

Year after year, Fenwick & West is honored for excellence in the legal profession. Many of our attorneys are recognized as leaders in their respective fields, and our Corporate, Tax, Litigation and Intellectual Property Practice Groups consistently receive top national and international rankings, including:

  • Named Technology Group of the Year by Law360
  • Ranked #1 in the Americas for number of technology deals in 2015 by Mergermarket
  • Nearly 20 percent of Fenwick partners are ranked by Chambers
  • Consistently ranked among the top 10 law firms in the U.S. for diversity
  • Recognized as having top mentoring and pro bono programs by Euromoney

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We take sustainability very seriously at Fenwick. Like many of our clients, we are adopting policies that reduce consumption and waste, and improve efficiency. By using technologies developed by a number of our cleantech clients, we are at the forefront of implementing sustainable policies and practices that minimize environmental impact. In fact, Fenwick has earned recognition in several areas as one of the top US law firms for implementing sustainable business practices.  MORE >

At Fenwick, we have a passion for excellence and innovation that mirrors our client base. Our firm is making revolutionary changes to the practice of law through substantial investments in proprietary technology tools and processes—allowing us to deliver best-in-class legal services more effectively.   MORE >

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Mountain View, CA 94041
650.988.8500

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+86 21 8017 1200


Executive Compensation Alert: ESPP Final Regulations Issued

The IRS and Treasury Department recently issued final employee stock purchase plan (commonly referred to as an "ESPP") regulations. The final regulations largely adopt the proposed regulations with a notable clarification, described below.

Background

An ESPP is a type of employer stock purchase plan that permits employees to purchase shares of their employer's stock (or that of a qualifying parent or subsidiary) at a discount relative to the fair market value on the date of purchase. If shares purchased under an ESPP are held for a qualifying period of time (two years from the grant of the option and one year from the date of purchase of the shares upon exercise of the option), then preferential tax treatment will apply upon the subsequent sale or disposition of the ESPP shares.

Determining the Grant Date of an Option under an ESPP

One of the more important clarifications of the final regulations is the requirement that an ESPP contain the maximum number of shares that may be purchased by any one ESPP participant during an offering period in order for the grant date of the option to be deemed to occur on the first day of the offering period for accounting and tax purposes. The number need not be a fixed number, a formula is sufficient, so long as the maximum number can be ascertained. We believe that most ESPPs either have a specified number of shares that may be purchased during an offering period or that the $25,000 annual limitation on shares that may be purchased is a sufficiently specific formula to establish a share limit.

We recommend companies review their ESPP and confirm that it contains a specified maximum limit on the number of shares that may be purchased in each offering period and, if it varies year to year, that the company set a limit annually. If it does not, we suggest that the ESPP be amended (and if the limit varies year to year, that a corporate resolution be adopted) to include an annual specified maximum limit on the number of shares that may be purchased in each offering period.

Effective Date

The final regulations are effective January 1, 2010 and will apply to any 423 plan grants on or after January 1, 2010. However, most plans have offering periods that commence on or after January 31, 2010. The new final regulations will generally apply to ESPP offering periods (or purchase periods of existing offering periods) beginning on or after January 31, 2010.

For more information, you may contact any attorney in the Executive Compensation and Employee Benefits Group.


Scott P. Spector (650.335.7251–sspector@fenwick.com)
Blake W. Martell (650.335.7606–bmartell@fenwick.com)
John E. Ludlum (650.335.7872–jludlum@fenwick.com)
Liza Wells Morgan (650.335.7230–lmorgan@fenwick.com)
Gerald Audant (415.875.2362–gaudant@fenwick.com)
Nicholas F. Frey (650.335.7882–nfrey@fenwick.com)

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