Vanderbilt Law Review


Dean L. Overman

First Page



This article is a basic summary of the rather complex federal securities laws concerning the registration of employee compensation plans. It centers around certain provisions of the Securities Act of 1933, the Securities and Exchange Act of 1934 and the Investment Company Act of 1940. The article initially discusses the necessity of registering the following four types of employee compensation plans: (1) pension, profit-sharing, stock bonus and similar plans; (2) employee stock purchase plans; (3) stock option plans; and (4) phantom stock plans. It then considers certain exemptions for these plans and the means available to employees to effect a resale of the securities purchased under the plans. Although mentioned in passing, no detailed analysis is made of the intricate corporate and tax aspects of employee compensation plans or of "blue-sky" law requirements.'