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Can I offer stock options to employees without violating securities laws in Nebraska? What are the requirements?

Based on the documents provided, it appears that offering stock options to employees in Nebraska may be subject to certain securities laws. Here are some requirements to consider:

Requirements for Offering Stock Options to Employees in Nebraska

  1. Exemption from Securities Act of Nebraska: If the stock options are offered or sold by a limited cooperative association, they may be exempt from the Securities Act of Nebraska to the extent interests offered or sold by other types of organizations are exempt under subdivision (15) of section 8-1111 [1.1].
  2. Exemption from Registration: The shares of capital stock of the corporation and the documents representing the indebtedness of the corporation to its members, and any offering of the above, shall be exempt from registration under the Securities Act of Nebraska. A corporation making any such offering, and the officers and employees thereof, shall also be exempt from registration and qualification as dealers and salesmen under the Securities Act of Nebraska [1.2].
  3. Compliance with Insider Trading Laws: If the company offering the stock options is a domestic stock insurance company, the provisions of sections 44-3,107 to 44-3,109 shall not apply to equity securities of the company if such securities shall be registered, or shall be required to be registered, pursuant to section 12 of the Securities Exchange Act of 1934, as amended, and a copy of such registration has been filed with the director, if so requested [2.3]. Additionally, any person who is the beneficial owner of more than ten percent of the equity securities of any class of a domestic stock insurer and any officer or director of a domestic stock insurer who shall purchase or hold the stock of such insurer shall report such purchase or holding to such domestic stock insurer [2.7].
  4. Compliance with Share Transfer Restrictions: The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction. A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by subsection (b) of section 21-247. Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction [1.6].

Based on the documents provided, it is recommended that you consult with a legal professional to ensure compliance with all relevant securities laws in Nebraska.

[1.1]: NERS 21-29,132 [1.2]: NERS 21-2116 [2.3]: NERS 44-3,113 [2.7]: NERS 44-3,107.02 [1.6]: NERS 21-248

Source(s):
Jurisdiction

Nebraska