Executives of publicly traded companies must navigate complex securities laws and company-specific policies around holding company shares.
They also have personal investing goals, including portfolio diversification, retirement savings and tax planning. Morgan Stanley has the
experience and knowledge to help corporate executives with their unique situations, regardless of where they reside. Our program for executives includes:
- Service from a dedicated team supported by professionals in restricted and control securities, portfolio management, lending and asset protection
- In the U.S., Stock Plan Directors and their teams work with our Executive Financial Services (EFS) group, comprised of professionals with securities law experience
- Outside the U.S., executives work with our Executive Investment Services desk, a dedicated VIP trading desk providing executives with pre-clearance, execution and wealth management services.
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- Preset Diversification Programs® (PDPs)
Morgan Stanley's PDP team works with executives and their companies to implement formal stock selling and/or buying plans, providing an acceptable way for executives to trade during company blackout windows. Key benefits of a PDP trading plan are:
U.S. 10b5-1 Preset Diversification Plans
- Affirmative defense against potential claims of insider trading
- Access to public markets during corporate blackout periods
- Ability to buy or sell stock on a predictable and consistent basis
- Potential to mitigate market signaling issues generally associated with sales by executives
Starting in August 2000, executives had the ability to adopt Rule 10b5-1 trading plans. The trading plans were adopted to provide an affirmative defense against insider trading charges.1 Our PDP team monitors and performs trades, files Rule 144 paperwork and reports transaction details back to the issuer.
U.K. Preset Diversification Plans (Model Trading Plans)
In March 2009, the U.K. Model Code was amended to permit the use of Model Trading Plans, enabling corporate executives to sell stock under a predefined plan while removing the suspicion of insider trading. Our London-based PDP team monitors and performs trades and reports transaction details back to the issuer and participant.
- U.S. Control and Restricted Securities
The sale of restricted securities and control stock is primarily governed by SEC Rule 144. Our Executive Financial Services team assists and protects executive clients by ensuring that all open market sales fully comply with Rule 144 and other regulations. We can help with:
- Collateral loans against restricted and control securities
- Legend removal to facilitate transfer of securities for sale, gifting and other purposes
- Hedging and liquidity to help increase downside protections and increase cash flow
- Financing employee stock options for executives who want to hold shares
- Completing and filing Form 144 with the SEC
- Wealth Management
Equity compensation should not be managed separately, but as part of an executive's overall financial picture. As one of the largest wealth management firms in the world and the largest stock plan service provider, Morgan Stanley is uniquely positioned to take a holistic approach to executive wealth management. In the U.S., our services are delivered through dedicated Stock Plan Services Directors and their teams, located across the country. In the UK, VIP services are delivered through our Executive Investment Services team, with wider wealth management services available through Morgan Stanley Private Wealth Management throughout Europe and Asia.
In addition to pre-clearance, guidance on exercise timing, trade execution and other equity compensation services, these teams will leverage the many professionals at Morgan Stanley to help executives with:
- Estate, trust and charitable planning
- Securities-based loans and other lending services
- Asset allocation and portfolio management
- Hedging, trusts and other asset protection strategies