As long as:

• The offer is not advertised or publicized
• The stock is not traded in Argentina
• The offer is limited to employees
• The offer is intended to compensate employees and not to raise capital, no securities law requirements apply

The grant of restricted stock and RSUs will require disclosure unless an exemption is available under the Corporations Act or relief is obtained from the Australian Securities and Investments Commission.

Division 1A of Part 7.12 of the Corporations Act facilitates the grant of restricted stock and RSUs to employees of listed and unlisted companies without a prospectus, subject to the satisfaction of certain conditions.

The EU Prospectus Directive has been implemented into Austrian law. In general, a prospectus will be required for an offering of transferable securities unless an exemption or exclusion applies. As long as no consideration is paid by the employee for the restricted stock or RSUs, the award should be exempt from prospectus requirements (eg, 150-person exemption; possible other exemptions). However, non-transferable free offers of restricted stock or RSUs are not considered "transferable securities" subject to the EU Prospectus Directive.

The EU Prospectus Directive has been implemented into Belgian law. Even if restricted stock or RSUs are considered securities that require a prospectus, they may nonetheless be exempt from the prospectus requirements (eg, because no consideration is paid by the employee for restricted stock or RSUs, or due to the 150-person exemption).

The grant of restricted stock or RSUs by entities incorporated abroad to the employees of Brazilian subsidiaries generally is not subject to securities law requirements.

In most instances there should be no securities law restrictions applicable to the offer of restricted stock and RSUs due to available exemptions from the prospectus requirements. However, the issuer must ensure the requirements of applicable securities laws and exchange policies are satisfied, including the availability of a prospectus exemption.

As long as the offer of restricted stock or RSUs constitutes a private offer, generally no affirmative securities law requirements are implicated.

Approval from the China Securities Regulatory Commission (CSRC) for the offer of stock awards by China-listed companies is required. However, the Chinese securities laws are silent as to whether the offer of stock awards by overseas listed companies is subject to approval by CSRC, and there are no procedures for foreign issuers to obtain such approval. Although the CSRC has informally stated that the offer of restricted stock/RSUs by overseas listed companies is not subject to approval requirements, given the CSRC's guidance is informal and non-binding, a company offering such awards should nonetheless consider measures to reduce the risk in the event such offer is deemed subject to CSRC approval.

As long as the award of restricted stock and RSUs is not deemed to be a public offer, securities requirements generally do not apply.  Awards addressed to individual employees should not be deemed public offers, and therefore, said award shall not be addressed to more than 100 determined employees.

The directly applicable EU Prospectus Regulation is implemented into Czech law.

Where no decision is made by the employee whether or not to accept the offer, such allocation of shares will fall outside the scope of the EU Prospectus Regulation. Also, as long as no consideration is paid by the employee for restricted stock or RSUs (ie, serves as a benefit), such allocations are properly regarded as an offer for zero consideration. As such, they fall within the excluded offers under Article 1.3 of the EU Prospectus Regulation (offers for consideration of less than EUR1,000,000).

According to the EU Prospectus Regulation, an award of restricted stock or RSUs to employees is exempt from the prospectus requirements if certain conditions are met.

In a Simplified Stock Company, hereinafter “S.A.S.” (Sociedad por Acciones Simplificada) the Company may issue several types of shares. This could contemplate Restricted stock and RSUs. However, S.A.S.s cannot be listed.

Foreign RSUs are not subject to Ecuadorian securities regulations.

In order to avoid securities law requirements, the underlying shares must not be listed on the Egyptian Exchange. Further, foreigners, in general, can participate in the ownership of Egyptian companies pursuant to applicable Egyptian laws. There are, however, specific activities and geographical areas that trigger foreign ownership restrictions including, inter alia, commercial agency activities and projects operating inside the Sinai Peninsula.

As part of the European Economic Area, the EU Prospectus Regulation has been implemented into Finnish law.

As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from prospectus requirements.

The EU Prospectus Directive has been implemented into French law. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from prospectus requirements.

The EU Prospectus Regulation has been implemented into German law. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from the prospectus requirements. In each case, however, an analysis is required, whether the offer or assignment of restricted stock or RSU encompasses a hidden contribution. In this case, a prospectus can be required, unless other exemptions from the prospectus requirement apply (eg, the 150-person exemption).

The EU Prospectus Regulation applies in Greece from July 21, 2019. The Greek Parliament has published Law 4706/2020, Part B Chapter C of which implemented certain provisions of the aforesaid regulation. Consequently, the Hellenic Capital Market Commission currently applies the provisions of the EU Prospectus Regulation, in combination with the relevant provisions of Law 4706/2020. The award of restricted stock or RSUs is generally exempt from the prospectus requirements.

Schemes related to securities listed on the Main Board and the Growth Enterprise Market (GEM) of the Stock Exchange of Hong Kong Limited shall comply with Chapter 17 of the Main Board Listing Rules and Chapter 23 of the GEM Listing Rules respectively.

The EU Prospectus Regulation is applicable in Hungary. Provided that an information document is made available to employees, restricted stock and RSUs offered, allotted or to be allotted to existing or former employees should be exempt from the prospectus requirements. The Hungarian securities authority must be informed of each securities offer by the employer within 15 days of the grant date.

There generally are no affirmative securities requirements associated with the grant of restricted stock and RSUs.

A registration statement is required if the value of shares granted within a 12-month period is more than IDR5 billion and:

• Shares are sold to over 50 Parties;
• The offer is made to more than 100 Parties; or
• The offer is extended through mass media.

The EU Prospectus Directive has been implemented into Irish law. As long as no consideration is paid, directly or indirectly (eg, in lieu of salary or cash bonus entitlements) by the employee for restricted stock or RSUs, the award should be exempt from prospectus requirements. Even if restricted stock or RSUs are issued for consideration, they may nonetheless be exempt from prospectus requirements of Irish law if:

• The restricted stock or RSUs are structured other than as transferable securities or
• The relevant offer falls within a safe-harbor exemption (eg, where such securities are offered to fewer than 150 legal or natural persons in Ireland).

Under the provisions of the Irish Companies Law, directors may be subject to additional reporting requirements.

Restricted stock and RSUs generally are subject to securities restrictions. However, in most cases, exemptions are available.

The EU Prospectus Regulation is effective in Italy. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from the prospectus requirements.

Restricted Stock

Regardless of the total number of employees and the total value of shares, offers to employees or directors who belong to issuing companies, wholly and directly owned first-tier subsidiaries or wholly and directly or indirectly owned second-tier subsidiaries are not subject to securities filing requirements, as long as certain conditions are met such as a minimum holding period for the restricted shares.

In all other cases, securities filing requirements may be triggered, dependent upon the number of offerees and the aggregate value of the shares. Offers to fewer than 50 employees generally are not subject to filing requirements. For offers to 50 or more employees which consist of a share value in excess of JPY100 million, a detailed notification is required before the offering to employees and it will be publicly disclosed. An annual report may also be required after the offering.

For offers to 50 or more employees which consist of a share value of more than JPY10 million but less than JPY100 million, a summary notification is required.

RSUs

The treatment of RSUs under the securities law is unclear and would be examined on a case-by-case basis. If they are considered a type of “stock option,” such as by having an option feature, certain disclosure rules for the stock options (see below) would be applicable to the RSUs. However, most US-type RSUs usually do not have an option feature, and there have not been many cases in which RSUs have been treated as stock options under the law.

Generally, any person who intends to make available, offer for subscription or purchase, or issue an invitation to subscribe for or purchase unlisted capital market products (which include securities that are not listed on the Malaysian stock exchange), is in principle, subject to the prior approval of the Securities Commission Malaysia (SC) and prospectus registration requirements with the SC.

Nonetheless, such prior approval is not required if such offer for subscription or purchase of, or issuing of an invitation to subscribe or purchase of shares of a foreign corporation whose shares are listed on an exchange outside Malaysia is made pursuant to an employee share or employee share option scheme.

Full prospectus registration is also not required if such offer for subscription or purchase, or invitation to subscribe for or purchase securities qualifies as an "excluded offer" or "excluded invitation" pursuant to the Malaysian Capital Markets and Services Act 2007. This includes an offer or invitation made to employees or directors of the offeror/issuer or its related corporation pursuant to an employee share or employee share option scheme. However, where any information or material pertaining to the offer is distributed or issued to employees in Malaysia, such materials, constituting an information memorandum and/or disclosure document, should be filed with the SC within 7 days after its first issuance in Malaysia. Such materials include information describing the business and affairs of the employer, key characteristics of the employee share or employee share option scheme, the nature of the obligations assumed by the parties, the risks associated with and/or the essential terms of the employee share or employee share option scheme, issued in respect of the offer and any communications to the employee regarding the offer.

The offer of restricted stock and RSUs is generally exempt from affirmative securities requirements.

The EU Prospectus Regulation has been implemented into Dutch law.  As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from the prospectus requirements.

Offers of Restricted stock and RSUs (shares) will require compliance with securities law. Reduced compliance may be available under certain exemption provisions. If the employee share exemption can be used, compliance obligations are fairly light (including providing the offeree with the prescribed warning statement and the financial statements of the offeror or a notice confirming that the financial statements are available from the offeror on request). Alternative exemptions may be available under certain circumstances.

Generally, restricted stock awards and RSU’s in public companies are subject to the Investment and Securities Act and the Securities and Exchange Commission Rules, where listed, the Nigerian Stock Exchange Rules, as well as several other industry-specific regulations including, but not limited to, the Banks and Other Financial Institutions Act and several circulars issued by the Central Bank of Nigeria.

Except for the Nigerian Stock Exchange Rules, which provide that every listed company may only reserve a maximum of 10 percent of its issued share capital for its employees, there is no specific restriction for the offering of shares to employees. Where a proportion of the shares in a placement or public offer is reserved for employees, the company shall provide the stock exchange along with the general undertaking, a list of members of staff who have been allotted shares, the number of such shares, the capacity in which they work for the company and the number of years of service with the company.

For non-listed entities, however, there are generally no restrictions on restricted stock awards or units save for any provisions as may be contained in its articles of association of the company and asides from being communicated to the awardees, the RSUs are not advertised or publicized.

As part of the European Economic Area, the EU Prospectus Directive has been implemented into Norwegian law. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from prospectus requirements.

Securities restrictions typically apply; however, exemptions for restricted stock and RSUs are available. Offerings to fewer than 20 employees are exempt from securities registration requirements without any notice required to be filed with the Philippine Securities and Exchange Commission. An exemption from registration requirements may be obtained for offerings to 20 or more employees where such offerings are considered of limited character.

The EU Prospectus Directive has been implemented into Polish law. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from prospectus requirements.

Portuguese entities do not issue restricted stock or RSUs.

As a rule, stock offers are subject to the Portuguese legal framework and relevant European rules, namely Regulation (EU) 2017/1129 (Prospectus Regulation). The prospectus is not required for offers of securities in the EU for distribution to current or former directors or employees by the relevant employer, by a company in a control or group relation with the latter or by a company subject to common control, provided the issuer has its registered or actual head office in the EU and that a document is made available containing information on the number and nature of the securities as well as the reasons for and details of the offer. The subsequent communication of the results of the offer is also not required in these cases.

The prospectus is also not required for offers of securities to be admitted to trading on a regulated market within EU for distribution to current or former directors or employees by the relevant employer, by a company in a control or group relation with the latter or by a company subject to common control, provided that the said securities are of the same class as the securities already admitted to trading on the same regulated market and that a document is made available containing information on the number and nature of the securities and the reasons for and detail of the offer. The subsequent communication of the results of the offer is also not required is these cases.

Generally, stock awards in public companies are subject to securities law restrictions, and currently, there is no special exemption for the offering to the employees. Special rules and additional restrictions exist for offering of securities and other financial instruments by non-Russian issuers.

Stock awards in Russian private companies are not common, and may be subject to different securities law restrictions depending on the nature of such private companies.

Any securities offer, including the grant of restricted stock or RSUs, may be subject to securities law requirements. In many cases, exemptions to such requirements are available, if filings are made with local securities authorities.

Offers of restricted stock and RSUs are generally exempt from securities registration requirements.

The EU Prospectus Directive has been implemented into Slovak Republic law. As the EU Prospectus Directive has been repealed by a new EU regulation on prospectuses, relevant Slovak law was changed on July 21, 2019.

According to Act No. 566/2001 Coll. on Securities and Investment Services, as amended (Slovak Securities Act), the obligation to publish a prospectus shall apply after July 21, 2019 to public offers of securities if the total value of each offer in the EU, calculated over a period of 12 months, exceeds EUR1 million.

Offers of restricted stock or RSUs may in certain circumstances constitute offers of securities to the public. Public offers of securities are subject to prospectus requirements, but exemptions are available under certain circumstances.

As long as restricted stock and RSUs are only offered to employees or officers of a Korean affiliate for purposes of promoting their welfare in accordance with an award plan, there are no specific securities restrictions.

The EU Prospectus Regulation (EUPR) is directly applicable in Spain. An award will trigger the need to produce a prospectus unless there is an exemption available under the EUPR or the award falls outside of the EUPR. If the shares to which the award relates are delivered to existing or former directors or employees by their employer or by an affiliated undertaking, the award should be exempted from prospectus requirements in accordance with the EUPR.

The EU Prospectus Regulation has been implemented into Swedish law. As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from prospectus requirements as such offers are not typically considered a public offering of securities for purposes of the Prospectus Regulation.

There generally are no specific securities requirements, so long as the restricted stocks and the RSUs are awarded only to employees and the shares issued are not listed on a Swiss exchange or by a Swiss company.

Restricted stock and RSUs are not subject to specific securities restrictions.

Non-Thai companies wishing to grant restricted stock/RSUs to employees or directors in Thailand must report certain details of the grant to the Thai SEC.

There are no specific securities requirements, as long as the offer is not a public offer, and the underlying shares are not listed on the Turkish Stock Exchange.

Generally, given that awards are provided by a non-Ukrainian issuer, no securities regulations should apply.

Theoretically, granting Restricted Stock and RSUs could potentially be considered a derivative transaction and thus be subject to reporting in Ukraine. As of now there is no clarity on this since Ukrainian legislation contains a very general definition of derivatives.

We note that the reporting procedure has already been enacted and it is applicable only to derivative transactions executed 3 months after the date of authorization of the 1st trade repository in Ukraine by the national regulatory authority. Currently, there are no authorized trade repositories in Ukraine, which implies that the reporting obligation does not have practical applicability until the 1st trade repository is established and authorized.

As long as no consideration is paid by the employee for restricted stock or RSUs, the award should be exempt from prospectus requirements.

As long as the award of restricted stock and RSUs is not deemed to be a public offer, securities requirements generally do not apply. Awards addressed to individual employees should not be deemed public offers.

Vietnamese employees participating in a stock award plan of a foreign issuer are considered to be making an indirect offshore investment. Prior to granting restricted stock and RSUs under the stock award plan to Vietnamese employees, the foreign issuer (through its Vietnam entity, representative office, executive office or branch in Vietnam, collectively called the "Implementing Entity") must register such a plan with the State Bank of Vietnam (SBV). Such stock award plan can be implemented with respect to Vietnamese employees under the forms of

• bonus stocks and
• right to purchase stocks with "preferential conditions"

There is no definition of "preferential conditions;" however, as a common practice, the preferential conditions would be an offer of discount on the purchase price. The typical objective of such stock award plan is to serve as additional benefits for Vietnamese employees in order to retain and incentivize them to continue contributing to the Implementing Entity's operations in Vietnam. Restricted stock and RSUs generally are considered bonus stocks.

Within 15 working days from the receipt of valid registration documents, the SBV will issue an approval or objection letter (in which the reason for such objection is detailed). In practice, plans for bonus stocks are easier to register than plans for right to purchase stocks with "preferential conditions." The former takes about 2-3 months, while the latter takes about 3-5 months because the SBV carefully reviews the stock award plan before issuing its approval.