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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 >

Mountain View Office
Silicon Valley Center
801 California Street
Mountain View, CA 94041
650.988.8500

San Francisco Office
555 California Street
13th Floor
San Francisco, CA 94104
415.875.2300

Seattle Office
1191 Second Avenue
10th Floor
Seattle, WA 98101
206.389.4510

New York Office
1211 Avenue of the Americas
32nd Floor
New York, NY 10036
212.921.2001

Shanghai Office
Unit 908, 9/F, Kerry Parkside Office
No. 1155 Fang Dian Road
Pudong New Area, Shanghai 201204
P.R. China
+86 21 8017 1200


Executive Compensation Alert: IRS Tax Notice For Incentive Stock Options and Employee Stock Purchase Plans

Section 6039 of the Internal Revenue Code of 1986, as amended (the "Code") requires that by January 31, 2009, employers provide certain information to their employees (or former employees) who in 2008 either exercised "incentive stock options" ("ISOs") or transferred shares purchased under an "employee stock purchase plan" (an "ESPP"). The required information is outlined below.

ISOs - Corporations that in the last calendar year issued stock upon the exercise of an ISO, must furnish, by January 31, 2009, to the person exercising the ISO a written notice stating:

(i) The name, address, and employer identification number of the corporation transferring the stock;
(ii) If other than the corporation identified in
(i) above, the name, address and employer identification number of the corporation whose stock is being transferred;
(iii) The name, address, and social security number of the person (for privacy reasons, the social security number may be limited to the last four digits) to whom the share or shares of stock were transferred pursuant to the exercise of the ISO;
(iv) The date the ISO was granted to the person;
(v) The exercise price per share;
(vi) The date in 2008 the ISO was exercised by the person;
(vii) The fair market value of a share of stock on the date the ISO was exercised; and
(viii) The number of shares of stock transferred pursuant to exercise of the ISO.

ESPPs- Corporations that in the last calendar year recorded (or had recorded by their transfer agent) a change in title of stock purchased pursuant to an ESPP (including, but not limited to registration of the shares in "street name" or a sale of the shares), must furnish to the employee a written notice stating:

(i) The name, address, and social security number of the transferor;
(ii) The name, address and employer identification number of the corporation whose stock is being transferred;
(iii) The date of grant of the purchase right (typically the offering date for the offering period of the ESPP) under which the shares were issued to the transferor;
(iv) The fair market value of the stock on the date of grant;
(v) The price per share at which the shares were purchased under the ESPP;
(vi) The date the shares were purchased by the transferor;
(vii) The fair market value of the stock on the date of purchase by the transferor;
(viii) The date the legal title of the shares was transferred by the transferor; and
(ix) The number of shares to which legal title was transferred by the transferor.

A penalty of $50 is imposed for each statement not timely furnished or containing incomplete or incorrect information (an intentional failure to report is subject to a greater penalty).

Looking Ahead: Reporting to the IRS of Exercises/Transfers Occurring in 2009

For 2008 exercises and transfers the IRS has again waived the requirement that the employer provide the IRS with the information described above. However, the IRS will require this information be reported to them (and will provide template forms) for ISO exercises and transfers of ESPP shares that occur in 2009 (with a filing deadline of January 31, 2010).


For more information on this, or related matters, you may wish to 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)
Nicholas Frey (650.335.7882 – nfrey@fenwick.com)
John E. Ludlum (650.335.7872 – jludlum@fenwick.com)
Liza Wells Morgan (650.335.7230 – lmorgan@fenwick.com)
Tahir J. Naim (650.335.7326 – tnaim@fenwick.com)
Andrea Vachss (650.335.7895 – avachss@fenwick.com)