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

Requirements for Offering Stock Options to Employees in Oregon

In Oregon, offering stock options to employees may be subject to securities laws. The requirements for offering stock options to employees without violating securities laws in Oregon are as follows:

  1. The issuance of stock options must be approved by the board of directors and must be in compliance with the articles of incorporation of the institution or Oregon stock savings bank [2.1].
  2. The issuance of stock options to directors, officers, or employees of the institution or Oregon stock savings bank or of any subsidiary thereof must be approved by the holders of at least two-thirds of the outstanding shares entitled to vote thereon at the annual meeting or a special meeting, or pursuant to a plan previously approved [2.1].
  3. The judgment of the board of directors as to the adequacy of the consideration received for the stock options shall be conclusive, provided there is no fraud in the transaction [2.1].
  4. The offer or sale of securities must be registered, exempt under ORS 59.025, or exempt under ORS 59.035 [1.1].

Therefore, to offer stock options to employees in Oregon, the issuance of stock options must be approved by the board of directors and must be in compliance with the articles of incorporation of the institution or Oregon stock savings bank. Additionally, the issuance of stock options to directors, officers, or employees of the institution or Oregon stock savings bank or of any subsidiary thereof must be approved by the holders of at least two-thirds of the outstanding shares entitled to vote thereon at the annual meeting or a special meeting, or pursuant to a plan previously approved. Finally, the offer or sale of securities must be registered, exempt under ORS 59.025, or exempt under ORS 59.035.

Source(s):
Jurisdiction

Oregon