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Subject Author Date
Phantom Stock Stuart A. Bronstein 05-10-2007
---> Re: Phantom Stock Harlan Lunsford05-11-2007
| |--> Re: Phantom Stock Stuart A. Brons...05-12-2007
| |--> Re: Phantom Stock Stuart A. Brons...05-12-2007
| `--> Re: Phantom Stock Harlan Lunsford05-14-2007
---> Re: Phantom Stock Stuart A. Brons...05-11-2007
`--> Re: Phantom Stock William Brenner06-03-2007
Posted by Stuart A. Bronstein on May 10, 2007, 11:54 pm
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Someone is proposing that one of my clients accept phantom
stock in a company as compensation for future services. He
claims that there will be no tax effect now, and in fact
none at all until the corporation is later sold at the
phantom stock kicks in.

Does anyone know about this stuff? To me it seems an awful
lot like an option, which would have some market value when
given, and thus would be taxable income at that time.

Stu

Moderator:
I had such offers when I was a consultant. Never accepted
a single one. Sounded to much like buying a pig-in-poke to
me. It also sounds like 1099 income taxable in the current
year.

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Posted by Harlan Lunsford on May 11, 2007, 6:08 pm
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Stuart A. Bronstein wrote:

> Someone is proposing that one of my clients accept phantom
> stock in a company as compensation for future services. He
> claims that there will be no tax effect now, and in fact
> none at all until the corporation is later sold at the
> phantom stock kicks in.
>
> Does anyone know about this stuff? To me it seems an awful
> lot like an option, which would have some market value when
> given, and thus would be taxable income at that time.
>
> Stu
>
> Moderator:
> I had such offers when I was a consultant. Never accepted
> a single one. Sounded to much like buying a pig-in-poke to
> me. It also sounds like 1099 income taxable in the current
> year.

I may have heard the term before, but the definition of
"phantom" stock just doesn't come to me right now.

Does it wear a mask?
Is the corporation chartered by the Republic of Bengalla?
Is a lithograph of the Skull Cave imprinted thereon?
Where is Diana?

Seriously, what the heck is it?

ChEAr$,
Harlan Lunsford, EA n LA

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<< The foregoing was not intended or written to be used, >>
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<< that may be imposed upon the taxpayer. >>
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Posted by Stuart A. Bronstein on May 12, 2007, 6:47 am
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> I may have heard the term before, but the definition of
> "phantom" stock just doesn't come to me right now.

The way I understand it, phantom stock is an agreement that
at some point in the future the company will find someone to
buy it out. At that time the person will be give (and taxed
on) a certain amount of stock, which will immediately be
bought away from him.

To me it looks a lot like stock options, but the CPA claims
that it is not taxable when set up, only when the actual
stock is given and then sold. That doesn't make any sense
to me unless the promise to grant the stock before sale of
the business is not at all enforceable.

Or maybe it's not taxable because pegging it to a future
sale that is not currently contemplated, is too speculative
to value.

I'd just like to find out more about it, but haven't been
able to find any information in the normal sources.

Stu

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<< The foregoing was not intended or written to be used, >>
<< nor can it used, for the purpose of avoiding penalties >>
<< that may be imposed upon the taxpayer. >>
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Posted by Stuart A. Bronstein on May 12, 2007, 6:47 am
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> I may have heard the term before, but the definition of
> "phantom" stock just doesn't come to me right now.

I guess I should have done this in the first place, but
wikipedia is not the first thing I think of when I want
information that is really authoritative. Here's what they
have to say -

"Phantom stock is essentially a cash bonus plan, although
some plans pay out the benefits in the form of shares.
Phantom stock provides a cash or stock bonus based on the
value of a stated number of shares, to be paid out at the
end of a specified period of time. Phantom stock is favored
by closely held or family owned companies who want to
incentivize management and other employees without granting
them equity. Phantom stock grants align employees' motives
with owners' motives (i.e. profit growth, increased stock
prices) without granting employees an actual ownership stake
in the company. Phantom stock can, but usually does not, pay
dividends. When the payout is made, it is taxed as ordinary
income to the employee and is deductible to the employer.
Generally, phantom plans require the employ to become
vested, either through seniority or meeting a performance
target. Normally, phantom stock is taxable upon vesting,
even if not paid out. Use of a "rabii trust" that subjects
the payout to significant risk, such as the company not
being able to pay creditors, may solve this problem. Phantom
stock accounting is straightforward. These plans are treated
in the same way as deferred cash compensation. As the amount
of the liability changes each year, an entry is made for the
amount accrued. A decline in value would reduce the
liability. These entries are not contingent on vesting.
Phantom stock payouts are taxable to the employee as
ordinary income and deductible to the company. However, they
are also subject to complex rules governing deferred
compensation that, if not properly followed, can lead to
penalty taxes."

Stu

<< ------------------------------------------------------- >>
<< The foregoing was not intended or written to be used, >>
<< nor can it used, for the purpose of avoiding penalties >>
<< that may be imposed upon the taxpayer. >>
<< >>
<< The Charter and the Guidelines for submitting posts >>
<< to this newsgroup as well as our anti-spamming policy >>
<< are at www.asktax.org. >>
<< Copyright (2006) - All rights reserved. >>
<< ------------------------------------------------------- >>

Posted by Harlan Lunsford on May 14, 2007, 9:24 pm
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Stuart A. Bronstein wrote:

>> I may have heard the term before, but the definition of
>> "phantom" stock just doesn't come to me right now.

> I guess I should have done this in the first place, but
> wikipedia is not the first thing I think of when I want
> information that is really authoritative. Here's what they
> have to say -
>
> "Phantom stock is essentially a cash bonus plan, although
> some plans pay out the benefits in the form of shares.
> Phantom stock provides a cash or stock bonus based on the
> value of a stated number of shares, to be paid out at the
> end of a specified period of time. Phantom stock is favored
> by closely held or family owned companies who want to
> incentivize management and other employees without granting
> them equity. Phantom stock grants align employees' motives
> with owners' motives (i.e. profit growth, increased stock
> prices) without granting employees an actual ownership stake
> in the company. Phantom stock can, but usually does not, pay
> dividends. When the payout is made, it is taxed as ordinary
> income to the employee and is deductible to the employer.
> Generally, phantom plans require the employ to become
> vested, either through seniority or meeting a performance
> target. Normally, phantom stock is taxable upon vesting,
> even if not paid out. Use of a "rabii trust" that subjects
> the payout to significant risk, such as the company not
> being able to pay creditors, may solve this problem. Phantom
> stock accounting is straightforward. These plans are treated
> in the same way as deferred cash compensation. As the amount
> of the liability changes each year, an entry is made for the
> amount accrued. A decline in value would reduce the
> liability. These entries are not contingent on vesting.
> Phantom stock payouts are taxable to the employee as
> ordinary income and deductible to the company. However, they
> are also subject to complex rules governing deferred
> compensation that, if not properly followed, can lead to
> penalty taxes."

Ah SO! Veddy cleah now.

So if I do the accounting work to set up a new company short
on cash, and get "paid" in phantom stock to be issued at
some future date, I'm really being given an IOU for my
services. IOW, I'm getting a note receivable and there
must be some value for that "note" (phantom note?) and that
value is taxable because it is for my services.

ChEAr$,
Harlan Lunsford, EA n LA

<< ------------------------------------------------------- >>
<< The foregoing was not intended or written to be used, >>
<< nor can it used, for the purpose of avoiding penalties >>
<< that may be imposed upon the taxpayer. >>
<< >>
<< The Charter and the Guidelines for submitting posts >>
<< to this newsgroup as well as our anti-spamming policy >>
<< are at www.asktax.org. >>
<< Copyright (2006) - All rights reserved. >>
<< ------------------------------------------------------- >>

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