Employee Share Plans in Europe and the USA - Sorainen

Employee Share Plans in Europe and the USASpain1.2 Regulatory issues: There are no other regulatory issues that affect the offeringof securities to employees. However, the implementation of share plans bySpanish companies may be subject to certain corporate requirements.1.3 Disclosure: There are no specific disclosure requirements for employee shareplans. However, share plans in which directors and senior executives ofSpanish listed companies can participate are subject to certain reportingrequirements.2. Exchange controlsThere are no applicable exchange controls in Spain, although there are reportingrequirements regarding payments abroad or collections received from abroad 6and the holding of accounts abroad. 7 In addition, there are reportingrequirements where an employee acquires shares in a non-Spanish company. 86Payments abroad by Spanish residents or collections from abroad received by Spanish residents aresubject to various reporting requirements, the general rules of which are as follows:• for payments or transfers abroad made by Spanish residents or collections from abroad received bya Spanish resident, in both cases through a Registered Entity (a deposit entity registered in theofficial registries of the Bank of Spain), that exceed €50,000, a declaration must be filed with therelevant bank; and• for payments or collections made in cash or by bankers' draft that exceed €6,010.12, the particularsof the transaction must be declared within 30 days from the date on which the payment is made, byfiling a completed B3 Official Form with the Bank of Spain, through a registered bank.78Spanish residents opening foreign accounts abroad must notify the Bank of Spain of the opening (andclosing) of the account outside Spain within a month from the date of the opening (or closing) by filing aDD1 Official Form. Holders of foreign accounts may be subject to annual reporting obligations if theaggregate amount of credits and debits to a foreign account exceeds €600,000 in any calendar year(although the Bank of Spain may also request information in other cases) or monthly reportingobligations if either the aggregate amount of its credits or of its debits exceeds €3,000,000.Regarding the acquisition of shares in a foreign company by a Spanish resident, the following reportingobligations must be fulfilled:• The Spanish residents holding securities through non-resident entities must provide the Bank ofSpain with certain information on transactions over such securities and balances thereof within 10working days following the end of each month, unless (i) the total balance of negotiable securitiesheld on 31 December of the previous calendar year does not exceed €6,000,000; or (ii) the totalamount of transactions over negotiable securities carried out during the previous calendar yeardoes not exceed €60,000,000. In any case, the Bank of Spain may require such holders to providethem with information regarding their transactions or balances within one month following the dateon which such a request is made.• Moreover, the acquisition of securities in a foreign company by Spanish employees constitutes aninvestment made abroad for Spanish investment control purposes, which entails reportingobligations. These obligations are normally fulfilled by the Spanish bank or stockbroker throughUK/1729295/03 172 September 2010