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Unissued Startup Equity: Navigating 409A, Deferred Compensation Issues, Tax Issues, and Cleanup Measures

A live 90-minute CLE/CPE video webinar with interactive Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford CPE+ Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Thursday, August 28, 2025

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, August 8, 2025

or call 1-800-926-7926

This CLE/CPE webinar will provide employee benefits and tax counsel guidance on key issues for unissued startup equity and implications stemming from Section 409A, other tax rules, and deferred compensation arrangements. The panel will discuss relevant tax provisions and consequences, advantages and disadvantages, design and structuring, and implementation considerations for deferred compensation arrangements.

Description

Unissued startup equity can present several pitfalls for companies during fundraising, employee recruitment and retention, and potential exit events. Employee benefits and tax counsel must be aware of complexities stemming from certain tax rules, valuation issues, and other key items impacting the allocation of shares and compensation arrangements.

Unissued equity are shares that a startup is legally permitted to issue but hasn't yet distributed to shareholders or employees. These shares are typically used for future capital raising, employee incentive programs, or mergers and acquisitions. However, in the context of equity compensation and the tax regulations governing it, utilizing unissued equity for stock option grants must be carefully structured. If an equity award violates Section 409A, the award may be immediately taxable.

Listen as our panel discusses key issues with unissued startup equity and implications stemming from Section 409A, other tax rules, and deferred compensation arrangements.

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Outline

  1. Utilizing unissued startup equity
  2. Navigating Section 409A
  3. Deferred compensation arrangements
  4. Best practices to mitigate tax risks

Benefits

The panel will discuss these and other key issues:

  • What factors must be considered when allocating shares?
  • What are the potential tax implications under Section 409A?
  • What is the impact on deferred compensation arrangements?
  • What are the best practices in utilizing unissued equity to minimize adverse tax consequences?

Faculty

Klang, Jamison
Jamison Klang

Partner
BLG

Mr. Klang specializes in benefits and compensation issues that arise in corporate transactions. He also...  |  Read More

Van Loo, Jon
Jon Van Loo

Partner
Belcher, Smolen & Van Loo

Mr. Van Loo brings over 15 years’ experience providing tax advice to clients ranging from global public companies...  |  Read More

Attend on August 28

Early Discount (through 08/08/25)

See NASBA details.

Cannot Attend August 28?

Early Discount (through 08/08/25)

You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. CPE credit is not available on recordings. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video