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 may trigger registration and disclosure requirements unless an exemption applies or specific relief is obtained. In addition to statutory exemptions from disclosure requirements, specific class order relief (Class Order 14/1000 for listed companies and Class Order 14/1001 for unlisted companies) may be able to be relied upon. Where class order relief is relied upon, a filing must be made with the corporate regulator.

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 whetherthe 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 new EU Prospectus Regulation repealed the EU Prospectus Directive as of July 21, 2019, further simplifying the regime for exemption from the obligation to publish a prospectus.  Accordingly, changes reflecting the EU Prospectus Regulation have been implemented into Czech law.  As long as no consideration is paid by the employee for restricted stock or RSUs (ie, serves as a benefit), the award should be exempt from prospectus requirements subject to obligation to notify the Czech National Bank and further requirements set forth in the Czech Capital Market Undertakings Act.

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

Restricted stock and RSUs are not contemplated by Ecuadorian law.

In order to avoid securities law requirements, the underlying shares must not be listed on the Egyptian Exchange.

The EU Prospectus Directive and Shareholder Rights Directive II have been implemented into Finnish law and, as of July 21, 2019, the EU Prospectus Regulation is fully applicable.

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 Directive 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 not enacted any law yet that transposes the regulation into the Greek legislation.  Nonetheless, the Hellenic Capital Market Commission currently applies the provisions of the EU Prospectus Regulation, as in force, until such law is published.  The award of restricted stock or RSUs is generally exempt from the prospectus requirements.  However, prior to the offer of such awards to the designated recipients, an informative document with the basic principles of the relevant program may be submitted to the Hellenic Capital Market Commission.

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 Directive has been implemented into Hungarian 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.

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 IDR 1 billion or more and either:

• Shares are sold to over 50 Indonesians worldwide
• The offer is made to more than 100 Indonesians worldwide

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 safeharbour 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 Directive 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.

Regardless of the total number of employees and 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 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 ¥100 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 ¥10 million but less than ¥100 million, a summary notification is required.

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 (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 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 ESOS. However, where any information or material pertaining to the offer is distributed or issued to employees in Malaysia, such materials, constituting an information memorandum, 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 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 Directive 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, stock awards in public companies are subject to the Nigerian Stock Exchange Rules, the Investment and Securities Act and the Securities and Exchange Commission 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 Rule, which provides 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 restriction on stock awards save for the provision of the Companies and Allied Matters Act, which specifically dictates that a company may not purchase or otherwise acquire shares issued by it.

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 transposing the relevant European Directives, namely DIRECTIVE 2003/71/EC (the Prospectus Directive).  The prospectus is not required for offers of securities for distribution to current or former 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 same applies to securities offers issued by a company established outside the EU whose securities are admitted to trading on a regulated market authorized in the EU or in a third-country market, provided additional conditions are met.

Advertising materials in connection with a stock offer are subject to a pre-approval by the Portuguese Securities Market authority.

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 €1 million.

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 is directly applicable into Spanish 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 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.

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.

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 for stock of a foreign issuer are considered to be making indirect offshore investment. Prior to granting restricted stock and RSUs under the stock award plan to Vietnamese employees, foreign issuer (through its Vietnam entity, representative 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, 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 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.