What are the securities laws implications for US publicly-traded companies?
Companies which have shares traded on an US exchange will be required to register the issuable shares with the SEC. However, for shares issued under an Employee Benefits Plan, the Form S-8 offers a short-form registration statement. This will be filed with the SEC, together with, inter alia, a registration fee, the auditor’s consent to the issue of shares and counsel’s opinion that the offering is legal. Registration is effective as soon as the papers are filed. It will also be necessary to distribute a prospectus to participants which must summarise the material features of the plan and the awards issued thereunder. Publicly-traded companies must comply with other federal securities laws and regulations, including insider trading rules, the 2002 Sarbanes-Oxley Act, and the rules of the stock exchange on which its shares are traded.
