company stock

[Guest maac3]

what exactly is an 11-k? Is a plan required to file if it offers company stock as an investment option?

[QDROphile]

Form 11-K for a plan is the equivalent of a Form 10-K for a company that is subject to reporting requirements. The plan would be subject to reporting requirements if stock and plan interests were registered for purposes of the plan. Stock and plan interests would be required to be registered if the plan would be treated as offering employer securities. This is a bit of an oversimplification, but the plan would be treated as offering employer securities if plan participants could choose to have elective deferral amounts invested in employer stock. Any plan in this situation needs compentent legal advice. In fact, any plan that uses employer securities should get competent legal advice about the securities law implications, even if registration is not required.

[E as in ERISA]

And I think that they're not normally registered unless there are minimum thresholds -- something like 500 employees and $1 million. I think that Kirk Maldonado wrote the BNA that discusses the securities law implications of benefit plans and covers some of this.

[Guest maac3]

Thank you all for your information!

[Kirk Maldonado]

E as in ERISA:

Thanks for plugging my portfolio. If anybody wants to find it, it is BNA Tax Management Portfolio #362, Securities Laws Aspects of Employee Benefit Plans.

But I want to point out that I don't get a royalty for sales and it can't be purchased separately; it is part of a series of them that must be bought as a group. Thus, while this paragraph may be viewed as shamesless self-promotion, there is not even any indirect monetary benefit to me of people using my portfolio.

I'm plugging it as a public service. I wrote it because everything else I found on securities laws was written by and for securities lawyers. As an ERISA attorney, I found those materials to be bordering on useless. So my portfolio was written by an ERISA attorney for ERISA attorneys. (Correspondingly, it would not be as helpful to securities lawyers as materials written by and for securities lawyers.)

If somebody else has found an extensive discussion of the application of securities laws to emloyee benefit plans written from the perspective of a benefits professional, please post the name of the book, article, etc. her so that others can use it as another resource. I'm not trying to hog all the credit, I'm just trying to let people know of a source of information on a very specialized topic. I'm genuinely trying to be helpful; I'm not an egomanic.

You are confusing the standards for determining (1) whether an employer has to register its stock under the Securities Exchange Act of 1934 (1934 Act) with (2) whether the plan has to register the offer of employer stock to participants under the Securities Act of 1933 (1933 Act).

Unfortunately, registration under the 1933 Act doesn't relieve you of the registration requirements under the 1934 Act and vice versa.

If the plan is required to register the offer of employer stock to participants under the 1933 Act, it is required to file a Form 11-K each year. The Form 11-K is basically the financial statements of the plan.