ESPP
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Taxation of Employee - ESPP

Tax on discount at purchase.

If ESPP participation is offered to more than 50% of the employees in Finland, the purchase period is three months or less and certain other conditions are met, a 10% discount from the FMV of the shares at purchase may be available when calculating the taxable amount at purchase (a tax ruling is strongly recommended in certain circumstances).

Please contact Baker McKenzie for details.

Tax on sale, subject to certain exemptions and deductions.

Sub Deduction - ESPP
Yes, if subsidiary reimburses parent pursuant to a written agreement and offers based on employment relationship. In addition, use of treasury shares may be required.
Withholding and Reporting

Income Tax:
Withholding and reporting required at purchase.

Social Insurance Contributions:
If ESPP participation is offered to more than 50% of the employees in Finland, generally, only the employee- paid health insurance premium due on discount at purchase, but this depends on the specific terms of the ESPP.

Please contact Baker McKenzie for details.

Securities Restrictions - ESPP

The EU Prospectus Regulation is in effect in all European Economic Area countries, which includes all EU member states, Iceland, Liechtenstein and Norway ("EEA"). ESPP purchase rights are considered a public offering of securities for purposes of the EU Prospectus Regulation.

An EU-compliant prospectus will be required for the offer of an ESPP in any EEA member state, unless an exemption or exclusion applies. A "small offering exemption" is available if the offer is made to less than 150 persons in a member state. An "employee share scheme exemption" is available if the offer is made to existing or former employees (or directors), provided the offerees are provided with a short disclosure document that contains certain prescribed information about the offer. An exclusion for offers under a certain value threshold across the EEA may also be available.

Additional requirements may apply if relying on certain exemptions/exclusions or if a prospectus must be filed.

Please contact Baker McKenzie for more information.

Exchange Controls - ESPP
No.
Plan Entitlement - ESPP

Employees should be required to acknowledge discretionary nature of awards. Even with acknowledgment, award income may be taken into account in determining the amount of compensation for unjustified termination of employment.

Discrimination against part-time employees is generally prohibited.

The EU Council Directive 2000/78/EC prohibits age discrimination. Most, if not all, countries have adopted local rules implementing this Directive, which may have an impact on design of equity and other incentive plans in the EU, particularly on age or age and service provisions which give different treatment (e.g., accelerated or continued vesting) for those meeting the criteria.

Data Privacy - ESPP

A valid basis is required to collect, process and transfer personal data.

The EU Data Protection Regulation ("GDPR") became effective in all EU/EEA countries on 25 May 2018. It introduces new requirements and increases the powers of data protection authorities, rights of data subjects and potential penalties for non-compliance. Accordingly, companies should review their approach to data privacy compliance in the context of equity plan administration and consider on which basis they may be able to rely to collect, process and transfer data.

Registration and notification requirements with local data privacy authorities may also apply.