IRC Section 409A: Key regulation governing deferred compensation arrangements, including phantom equity. Non-compliance can result in severe tax penalties. Defines rules for timing of payments, elections, and distributions.
IRC Section 457A: Regulation addressing offshore deferred compensation arrangements, which may be relevant if the phantom share plan involves international elements.
IRC Section 83: Governs taxation of property transferred in connection with performance of services, relevant for determining tax treatment of phantom shares.
Securities Act of 1933: Federal law governing the offer and sale of securities, which may apply if phantom shares are considered securities under certain circumstances.
Securities Exchange Act of 1934: Regulates secondary trading of securities and may impact phantom share agreements, particularly in public companies.
State Blue Sky Laws: State-specific securities regulations that may apply to phantom share arrangements depending on the jurisdiction.
ERISA: Employee Retirement Income Security Act - may apply if phantom share plan is considered an employee benefit plan under certain circumstances.
FLSA: Fair Labor Standards Act - relevant for ensuring phantom share compensation complies with wage and hour laws.
State Corporate Laws: Laws of the state of incorporation governing corporate actions, which may affect the structure and implementation of phantom share agreements.
Federal Tax Laws: General federal tax considerations including income tax, capital gains, and withholding requirements applicable to phantom share payments.
State Tax Laws: State-specific tax implications for phantom share agreements, including income tax and withholding requirements.
Social Security and Medicare Taxes: FICA tax implications for phantom share payments, including timing of taxation and withholding obligations.
Industry-Specific Regulations: Additional regulatory requirements that may apply based on the company's industry (e.g., financial services, healthcare, etc.).
