Global No-Action Relief From Exchange Act Registration for RSUs

By Cydney Posner

The SEC staff has issued a no-action letter granting an exemption under Section 12(h) of the Exchange Act from the registration requirements of Section 12(g) with respect to restricted stock units (RSUs) granted and to be granted by non-public entities to employees, directors and consultants (essentially, Rule 701 persons) pursuant to written compensatory equity incentive plans, in the manner and subject to the terms and conditions set forth in the letter requesting relief.  (Generally, the conditions are similar to those in Rule 12h-1(f) for the issuance of stock options.) The exemption is effective until the entity otherwise becomes subject to Exchange Act registration or reporting requirements with respect to any other class of its securities. Interestingly, the letter was issued to a law firm on a generic basis with regard to a company, not on behalf of any particular company, and therefore appears to apply globally.

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