The Paycheck Protection Program (“PPP”) authorizes forgivable loans to small businesses to pay their employees during the COVID-19 crisis. The following contains recommended strategies for using those funds in compliance with the rules of the program.

The Paycheck Protection Program is a loan designed to provide a direct incentive for small businesses to keep their workers on the payroll. SBA will forgive loans if certain criteria are met and the money is used for specific qualifying expenses. No collateral or personal guarantees are required. Neither the government nor lenders will charge small businesses any fees.The loan amount is based on 2.5 times your average monthly payroll up to a maximum of $10mm. Payroll includes U.S. based  W-2 employees up to $100k per employee. Sole proprietors should use 2019 Schedule C income to determine loan amount.

You can apply through any existing SBA 7(a) lender or through any federally insured depository institution, federally insured credit union, and Farm Credit System institution that is participating. You should consult with your local lender as to whether it is participating in the program. 

Once you have been approved for the funds and the distribution is made to your account, you have 8 weeks to meet the criteria for loan forgiveness under the program. If you do not meet the requirements, a portion or all of your distribution will convert into a 2 year loan at 1% interest with a 6-month deferral. 

Here are some tips to ensure compliance and maximum forgiveness with the PPP rules:

To receive loan forgiveness, you have 8 weeks starting on the day the loan is disbursed into your account to spend the funds on qualifying expenses.

At least 75% of your loan must go towards:

  • Gross pay;
  • ER paid health care;
  • ER match retirement;
  • State unemployment tax;
  • Severance pay

Up to 25% of your loan may go towards:

  • Rent
  • Business loan interest
  • Utilities

Maximize qualified expenditures during the 8-week period to meet the 75% requirement by paying wages more frequently, making retirement contributions, and early bonuses if necessary. Be sure not to exceed the 100k cap on total gross wages. If you cannot meet these expense requirements, the portion of your loan deemed not forgivable will convert into a 2 year loan at 1% with a 6 month deferment period.

It’s important to track these expenses to ensure you do qualify for maximum forgiveness on the loan. It is the borrower’s responsibility to provide proof of qualifying expenses. First, we recommend you set up a separate bank account to track what your spending for future audits to avoid claw backs and disallowed costs. A clear audit trail with separate dedicated bank account easiest way to go. Where possible, avoid commingling of funds with your existing business assets. If you have already deposited the funds into your regular business account, we recommend you move the funds you have not yet used into a separate account and create a clear audit trail of the funds you have already spent as well as the transfer into the new account. Also, be sure to write down the reasons your businesses needed the loan to support your attestation that your business was impacted by Covid-19. In the event of an audit, you will want to have clear evidence that your business was adversely affected.

There are two major reductions that can effect your loan forgiveness. Loan forgiveness will be reduced if either of the following occurs:

Employees who made less than $100,000 of compensation in 2019 have their compensation reduced by 25% or greater or the number of full-time employee equivalents is less than the same number of employees during either (you may choose the more favorable period):

     February 15, 2019 through June 30, 2019; or

     January 1, 2020 through February 29, 2020.

Treasury Department has stated that you can hire employees back by June 30, 2020 and still qualify for forgiveness.

Avoid double dipping into other programs designed to help small business. The Employee Retention Credit is not allowed if you take a Payroll Protection Program loan. In general, higher average payroll tends to favor using the PPP, while lower salaries may make using the Employee Retention Credit a better move. In either case, you cannot use both. If you have all or a portion of your PPP loan forgiven, you cannot use the deferral of payroll taxes provision. If you receive a PPP loan and use it to pay your own compensation, you likely will not qualify to receive unemployment assistance until the loan has ‘run out’.

Do not misuse PPP funds. If you realize you made an error, contact your bank to remedy the error immediately. Misuse of PPP funds is subject to criminal penalties.

Callan Capital does not provide individual tax or legal advice, nor does it provide financing services. Clients should review planned financial transactions and wealth transfer strategies with their own tax and legal advisors. Callan Capital outsources to lending and financial institutions that directly provide our clients with, securities based financing, residential and commercial financing and cash management services. For more information, please refer to our most recent Form ADV Part 2A which may be found at

Market Update

With all the uncertainty surrounding COVID-19, we know many people are facing sudden and severe challenges. Callan Capital strives to provide you with concise, timely and insightful updates so you may focus on taking care of your family. We hope you have found our blogs and webinars on the financial markets, the economy and government actions helpful.

Looking ahead, we want to set our sights on what a recovery might look like. In order to understand the depth and duration of this recession, we have been focused on these three conditions:1) evidence the infection rate is slowing down (flattening the curve); 2) deployment of credible and coordinated monetary and stimulus policies; and; 3) progress in drug therapy and testing.  We’ve seen signs of stability in several of these areas over the last few weeks and the markets have responded accordingly.

Infection Rates:

We’ve seen the early signs of the reduction in growth of new cases (flattening the curve) in several countries as evidenced by the chart below. Many countries including South Korea, China, Spain and Italy have begun gradually easing restrictions.

In the United States, the flattening of the curve is prompting discussion of the roll back of some restrictions. Last week the Trump administration shared guidelines for a 3-phase protocol to begin easing social distancing measures and stay-at-home orders. The phases can be implemented on a state-by-state basis and are at the discretion of each state. Once a state sees a downward trajectory of cases for a 14-day period, the state can begin using Phase 1 protocols. These protocols allow people to begin returning to work in slow increments, but they require all vulnerable populations remaining home, continued 6 ft. social distancing, no non-essential travel or large gatherings, and schools remaining closed. If no resurgence is seen, a state may move into Phase 2 which allows for schools to reopen, congregations of 50 people or less, non-essential travel opening, and large venues will be permitted to open with physical distancing in place. Phase 3, referred to as “the new normal”, includes a full return to work but with hygiene and distancing protocols continuing to be in place.

Economic Policy:

The Federal Reserve last month took extraordinary actions to deal with the financial shocks delivered by the COVID-19 pandemic. The central bank announced last week a new $2.3 trillion round of loans that include even more support for small businesses and consumers and, for the first time, state and local governments. Fed action, in a number of ways, will determine how well the recently enacted $2.2 trillion CARES Act deals with the looming COVID-19 recession.  This unprecedented response has normalized the financial markets and is helping with the overall liquidity in the market and could have helped avoid a financial crisis.

This will be a balancing act for governments as strong public health policies can have a negative impact on the economy, both short-term and long-term. A strong recovery is possible if we are able to re-open the economy in a relatively short time frame. The fundamentals of the economy were strong prior to COVID-19 and now the fuel line to the engine has been cut off.  The World Trade Organization economists estimate that if the pandemic is brought under control relatively soon, trade and output could potentially rebound nearly to their pre-pandemic trajectory sometime between 2021 and 2022.

Treatments, Testing and Vaccine for COVID-19:

Currently, the best and brightest minds in the world are actively pursuing treatments and vaccines.  Gilead Sciences Inc’s experimental drug for patients with severe COVID-19 has been in a closely watched clinical trial that has shown some early success, although the Food and Drug Administration has yet to approve any treatment against the disease.

Herd Immunity of a disease occurs when approximately 40% of the population or more become immune with antibodies.  It is unlikely for the economy to fully function until herd immunity is established and social distancing is no longer necessary.  The body can develop the antibodies by either getting infected with the virus and recovering or being injected with a vaccine.  There are several companies working on a vaccine including Johnson and Johnson and Sonofi.  However, according to Dr Fauci, a vaccine won’t be available for widespread use for another 12-18 months.

Antibody testing is making progress which can test for the presence of antibodies that indicate some level of immunity to the virus. Antibodies are present when someone has been exposed to the virus and has recovered. In a press briefing earlier this week, Dr. Fauci commented on the possibility of widespread antibody testing and certificates of immunity being issued to allow people to return to work.


Recently, the financial markets have responded positively to early signs of optimism in the areas mentioned above. However, it’s important to remember that key factors must be present before we can say whether or not we are on a clear path to a recovery.  The recent positive reaction in the financial markets which has coincided with a historic rate of job losses further emphasizes the importance of staying the course with a diversified portfolio through times of uncertainty.

Important Disclaimer

Callan Capital does not provide individual tax or legal advice, nor does it provide financing services. Clients should review planned financial transactions and wealth transfer strategies with their own tax and legal advisors. Callan Capital outsources to lending and financial institutions that directly provide our clients with, securities based financing, residential and commercial financing and cash management services. For more information, please refer to our most recent Form ADV Part 2A which may be found at The S&P 500, or simply the S&P, is a stock market index that measures the stock performance of 500 large companies listed on stock exchanges in the United States. It is one of the most commonly followed equity indices, and many consider it to be one of the best representations of the U.S. stock market.

Raising Financially Responsible Kids

Research shows that kids as young as 3 years old can grasp the ideas of saving and spending. The sooner parents start  teaching and talking to their kids about money, the more comfortable kids will be with these concepts. Creating financially aware children entails teaching them that wealth is not only tied to money, but also resources they  develop over time. For example, material resources such as homes, cars and computers and non-material resources  such as skills, health and knowledge all contribute to a full, rich and happy life. Below are money lessons and tips for activities that can be taught to kids of every age.


Teachable Moment: You may have to wait to buy something you want.  This is a difficult concept for people of all ages to learn! In our current culture of “instant gratification,” where kids are  bombarded with hundreds of advertisements per day, it is important for kids to learn that for most purchases that are  not necessities, they have to save money first in order to buy the item.

Tactical Tip: Create three jars – each labeled “Saving,” “Spending” or “Sharing.” Every time your child receives money, divide the  money equally among the jars. Have them use the spending jar for small purchases, like candy or stickers. Money in the sharing jar can go to someone you know who needs it or be used to donate to a friend’s cause. The saving jar should be for more expensive items. In addition, have your child set a goal, such as buying a toy. Make sure it’s not so pricey that they won’t be able to afford it, since you want to ensure their success. If your child has an expensive goal, come up with a matching program to help them reach it in a reasonable time frame. Help them proactively allocate money to their savings jar in order to buy the item.


Teachable Moment: You need to make choices about how to spend money. At this age, it’s important that kids know that money is finite and that once you spend everything, you don’t have any more to spend.

Tactical Tip: Include your child in some financial decisions. At the grocery store for example, tell them that you choose to buy  generic peanut butter rather than the brand name because it costs 50 cents less and tastes the same. Or, discuss savings, such as buying everyday staples like paper towels in bulk to get a cheaper per-item price. Consider giving your child $5 in the grocery store and have her make choices about what vegetables to buy, within the  parameters of what you need, to give them the experience of making choices with money.  Make a shopping list and sticking to it, not buying anything in addition to the items on the list. Also, try speaking aloud  about how you’re making your financial decisions as a grown-up, asking questions like, “Is this something we really,  really need? Can we go to discount store and get two of these instead of one?” During this age range, talk with kids about philanthropy, giving back and donating their money. Kids love to feel like  they are helping, as it is energizing and exciting to them. Whether they choose to donate some of their allowance to  a charity, or volunteer time doing some sort of community service, these opportunities makes kids feel useful and are great teaching moments. When they are a little older, you could consider bringing them into a conversation with your  financial advisor regarding a Donor Advised Fund to highlight the process of how and where the funds are distributed.


Teachable Moment: The sooner you save, the faster your money can grow from compound interest. Introducing long-term vs. short-term goals at this age will help kids start to think about the future and any action they need to take now.

Tactical Tip: Describe compound interest using specific numbers, since this is more effective than describing it in the abstract.  Explain, “If you set aside $100 every year starting at age 14, you’d have $23,000 by age 65, but if you start at age 35,  you’ll only have $7,000 by age 65.” Consider doing some compound interest calculations with your child on Investor. gov. Here, they can see how much money they’ll earn if they invest a certain amount and it grows by a certain interest  rate. Have your child set a longer-term goal for something more expensive than the toys they may have been saving for.  Start introducing the concept of opportunity costs and trade-offs and long-term savings goals. In addition, consider sharing the family budget, or expenditures vs. income on a weekly, monthly or yearly basis. By showing your kids the cost of living for your family, you are setting a good financial example of one way to maintain  control and responsibility of your money.


Teachable Moment: Bring your child into the college cost conversation and share plans for payment and affordability.

Tactical Tip:  Discuss how much you can contribute to your child’s college education each year. Share with your child in early high  school years what your plans are for payment so that it is tangible in your child’s mind. If full payment from parents  is not an option, consider looking into with your child which private schools are generous with financial aid and how  much in loans your child would potentially have to pay back.


Tactical Tip: Together, look for a credit card that offers a low interest rate and no annual fee using sites like Bankrate or Creditcards. com. Consider placing your child on your credit card to help build their credit and monitor their purchasing and  payment behavior. Explain that it’s important not to charge everyday items so that way if you have an emergency expense that you can’t  cover with savings, you can charge that. Teach them that saving at least three months’ worth of living expenses in  emergency saving is prudent, though six to nine months’ worth is ideal. As mentioned, essential topics in personal finance are not learned in high school or college, so it is essential that parents act as teachers in this area and have money conversations early and often with their kids.

Though bringing your child into a meeting with your financial advisor is a personal decision, in our experience at  Callan Capital we have seen that it is invaluable for teaching your child financial responsibility and planning for the  future. Have your child sit in on the next advisory meeting without revealing account balances. The financial advisor  can give an overview of simple investment concepts such as asset allocation and diversification. As the child gets  older and more comfortable, and perhaps has an investment account of their own, you can start to reveal more details  about your personal financial circumstance with the help of your advisor. We have seen that those families who place  importance on involving children in wealth discussions have greater sustained wealth and a richer family legacy that  those who do not.

Important Disclaimer

Callan Capital does not provide individual tax or legal advice, nor does it provide financing services. Clients should review planned financial transactions and wealth transfer strategies with their own tax and legal advisors. Callan Capital outsources to lending and financial institutions that directly provide our clients with, securities based financing, residential and commercial financing and cash management services. For more information, please refer to our most recent Form ADV Part 2A which may be found at

September Market Update

The impeachment inquiry launched by the House Democrats against President Donald Trump will dominate the headlines over the coming months. The Democratic leadership were convinced to pull the trigger by the revelation that Trump had asked the Ukraine new President to investigate the family of Joe Biden. It would be a surprise if the House Democrats didn’t eventually vote to impeach but, with Trump continuing to enjoy strong support from his own party, it would be an even bigger shock if the Republican-controlled Senate voted with the two-thirds majority needed to remove him from office. The investigation will make it even harder for Trump and the House Democrats to agree on anything else. The chances of the USMCA trade deal being passed before the election are now slim and there is arguably a greater risk of another government shutdown later this year.

Thus far, the market has generally ignored the daily escalation in rhetoric down in DC between the Trump administration and Democrats on the impeachment front. September saw the Dow Jones Industrial Average and S&P 500 rise 3.1% and 2.5%, respectively.

The Economy

We continue to expect GDP growth to slow to little more than 1% annualized over the coming quarters, as slowing consumption growth, escalating trade tensions and global economic weakness take their toll. Under those circumstances, we anticipate one final 25bp interest rate cut from the Fed in December to try to head off a recession, but the trade war and next year’s presidential election mean the outlook is more uncertain than usual. We suspect that a slowdown in real income growth will weigh on consumer spending, with real consumption growth slowing from 2.7% this year to 2.3% in 2020. Nevertheless, with household debt servicing costs close to a record low and the saving rate high, a more severe downturn remains unlikely.


We do not expect a resolution to the trade war with China this side of the 2020 election. Together with the continued weakness of global economic growth, that will remain a drag on export growth, which we expect to be only 0.2% this year and 1.1% in 2020. Weakening domestic demand will hold back import growth to slightly less than 2% both this year and next.

The Fed

In the near-term, we expect the Fed to follow up with one more 25bp interest rate cut in December which, together with the 50bp of loosening already implemented in the past few months, should be enough to stabilize economic growth in 2020. Further ahead, the outlook for both monetary and fiscal policy depend crucially on the outcome of the November 2020 presidential election.

Central bank activity has been a primary focus for investors with 8 of the top 10 developed market central banks meeting in the month of September. While only the ECB and the Federal Reserve reduced their target policy rates, the forward guidance from other central bankers suggests broad-based easing in the months ahead as the global economic outlook continues to dampen. However, while trade tensions continue to weigh on the outlook, a concerted effort from global central banks to provide stimulus should be supportive of global growth. Still, it will take some time for stimulus to make its way through the financial system and we suggest investors should therefore proceed with caution.


Boris Johnson will launch his bid to secure a Brexit deal, with allies admitting they could know “by the weekend” whether the EU will engage in a plan to resolve the Irish border issue. Mr. Johnson’s allies say they expect Britain to submit to Brussels its formal proposals for a Brexit deal after the prime minister closes the Conservative party conference in Manchester. Patience is wearing thin on the EU side as negotiators wait for detailed UK proposals. One EU diplomat complained that Mr. Johnson was pursuing a “kamikaze” approach by threatening the rest of the EU with no-deal and while leaving a revised offer so late in the day. 


Analysts say the market should be able to weather the impeachment inquiry, and even if the Senate takes it up, there’s little chance the president would be convicted by the GOP controlled body. The Fed is being proactive in its attempts to stave off a recession. Still, with growing political uncertainty globally, a balanced approach in portfolios is warranted. Declining interest rates bode well for high-quality duration, while low, but steady growth still leaves some room for stocks to grind higher.

Past performance does not guarantee future results, which may vary. This material is provided for informational purposes only and should not be construed as investment advice or an offer or solicitation to buy or sell securities. Callan Capital does not provide individual tax or legal advice, nor does it provide financing services. Clients should review planned financial transactions and wealth transfer strategies with their own tax and legal advisors. Callan Capital outsources to lending and financial institutions that directly provide our clients with, securities-based financing, residential and commercial financing and cash management services. For more information, please refer to our most recent Form ADV Part 2A which may be found at

The S&P 500 Index is widely regarded as the best single gauge of the U.S. equities market. This world-renowned index includes a representative sample of 500 leading companies in leading industries of the U.S. economy.  Although the S&P 500 Index focuses on the large-cap segment of the market, with approximately 75% coverage of U.S. equities, it is also an ideal proxy for the total market. An investor cannot invest directly in an index

This document is a general communication being provided for informational purposes only. It is educational in nature and not designed to be a recommendation for any specific investment product, strategy, plan feature or other purposes. By receiving this communication you agree with the intended purpose described above. Any examples used in this material are generic, hypothetical and for illustration purposes only. None of Callan Capital, its affiliates or representatives is suggesting that the recipient or any other person take a specific course of action or any action at all. Communications such as this are not impartial and are provided in connection with the advertising and marketing of products and services. Prior to making any investment or financial decisions, an investor should seek individualized advice from a personal financial, legal, tax and other professional advisors that take into account all of the particular facts and circumstances of an investor’s own situation.

Opinions and statements of financial market trends that are based on current market conditions constitute our judgment and are subject to change without notice. We believe the information provided here is reliable but should not be assumed to be accurate or complete. The views and strategies described may not be suitable for all investors.

Copyright 2019 Callan Capital, All Rights Reserved.

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Moving for Tax Breaks

In recent years, high-tax states began to suspect a tax-dodging trend as more taxpayers changed residences while still maintaining ties to their former home states. As a result, these states have been more aggressive with their residency audits. Increasingly, states are challenging former residents who attempt to change their domicile to another state.

Although the rules vary among states, generally speaking, most states define a “resident” as an individual who is in the state for other than a temporary or transitory purpose. States consider a person’s “domicile” to be the place of his or her permanent home to which he or she intends to return to whenever absent from the state for a period of time. Most claim the right to tax an individual’s income if they are believed to be a resident and domiciled in that state.

  • Location of employment
  • Location of business relationships and transactions
  • Serving on the board of directors for a business or charity
  • Residence—whether a person’s former residence was sold, rented, or retained, and whether he or she rented or purchased real property in the new state
  • The amount of time spent in the state versus amount of time spent outside the state (183-day rule)
  • Where the taxpayer is registered to vote
  • Location of the school a family’s child attends
  • Memberships in country clubs and social organizations
  • Where charges are incurred, location of bank accounts, investments, and ATM withdrawals
  • Freeway fast-lane pass charges
  • Records of airline frequent-flier miles
  • Jurisdiction issuing a driver’s license, vehicle registration, professional license, or union membership
  • Church attendance and membership
  • Location of doctors, dentists, accountants, and attorneys
  • Official mailing address and where mail is received

Each state also has specific rules that can trigger audits. Three major red flags are 1.) a significant increase in taxable income in the year of residency change; 2.) a spouse with a different state of residency; and 3.) filing a resident state return in the first year after a move and then filing a non-resident state return the next year.

Taxpayers have the burden of proving which states they spend time in during the year. If you live elsewhere but travel on a regular and frequent basis to another state, it is a good idea to maintain a diary that clearly indicates the dates you are in a specific state, accompanied by supporting records such as transportation tickets and receipts.

Just as establishing as many ties as possible to the new state can be helpful when a change of domicile is desired, it’s also helpful to try and sever ties to the old domicile. When domicile challenges arise, they almost always revolve around the old state being unwilling to give up its status as “domicile,” rather than an issue of the new state refusing to accept that status.

Unfortunately, there’s no single bright-line test that can be used to “prove” a change in domicile, because it’s based on a determination of “intent” that simply isn’t always clear. But the good news is that there is a long list of “dos” and “don’ts” that individuals can follow to help give themselves the best opportunity at proving a bona fide change that can result in lower income taxes, lower real estate taxes, enhanced creditor protection, and other valuable benefits.

Important Disclaimer

Callan Capital does not provide individual tax or legal advice, nor does it provide financing services. Clients should review planned financial transactions and wealth transfer strategies with their own tax and legal advisors. Callan Capital outsources to lending and financial institutions that directly provide our clients with, securities based financing, residential and commercial financing and cash management services. For more information, please refer to our most recent Form ADV Part 2A which may be found at

Protect Your Privacy



Pre-Transaction Considerations

In any industry, preparing for a liquidity event requires a great deal of strategic vision and technical expertise. The earlier you start mapping out your vision for what you want to achieve financially and understanding your resources, the more flexibility and leverage you have in shaping the outcome. For those that are in the pre-transaction phase, or have secured first or second round funding, there are specific items to consider:


Work Optional Lifestyle

Determine your “numbers” and think about where you want your wealth to go: work to articulate your desired lifestyle post-liquidity event and then determine the amount of wealth needed to achieve that vision. Whatever your goals— retiring early, buying a vacation home, spending more time traveling, or funding your children’s college education— you need to quantify the cost of those goals and then determine the present value of the assets needed to fund this lifestyle. Essentially, all of your wealth will end up in one of four buckets: funding your lifestyle, transferring wealth to your children and other loved ones, supporting charities or paying taxes.


What if Scenarios

Test your assumptions (scenario planning): perhaps the biggest variable in planning for a liquidity event is the valuation of your equity. To help you understand the range of potential outcomes, we recommend that you have your advisors run calculations to show how much after-tax wealth you would receive under best-case, base-case, and worst-case valuations.


Compensation Packages

Understand your executive compensation package: technology entrepreneurs and executives often receive multiple forms of compensation, including traditional equity, stock options, restricted stock, employee stock purchase plans, deferred compensation, and life insurance. Each of these forms of compensation has a unique set of tax consequences, downside risk and upside potential when it comes to generating liquidity.



Take advantage of valuation discounts: one of the most powerful pre-transaction planning strategies has to do with the fact that your equity likely will have a lower valuation before the transaction than the valuation used for the transaction. By transferring equity to children or other loved ones before the transaction valuation has been determined, the subsequent appreciation occurs outside of your estate, increasing the amount that you can transfer to loved ones without incurring estate tax. Many business owners choose to make these transfers through a grantor retained annuity trust (GRAT). Transferring shares to take advantage of the valuation discount, however, isn’t without risk. If the transaction valuation ends up being higher than you anticipated, then you may end up transferring more wealth than you intended. Conversely, if the transaction valuation ends up being significantly lower than you anticipated, this may mean that you didn’t retain enough wealth to fund your lifestyle goals.


Health Coverage

When selling a business or going through a certain liquidity event, you may lose health insurance coverage. Finding coverage on your own can be stressful, but there are considerations to be aware of such as where to find a plan, what to look for in a plan and costs and coverage associated with each plan. For a good summary of considerations, you can read our health care whitepaper here.



Important Disclaimer:

Callan Capital does not provide individual tax or legal advice, nor does it provide financing services. Clients should review planned financial transactions and wealth transfer strategies with their own tax and legal advisors. Callan Capital outsources to lending and financial institutions that directly provide our clients with, securities based financing, residential and commercial financing and cash management services. For more information, please refer to our most recent Form ADV Part 2A which may be found at

10b5-1 Planning for Corporate Executives

Along with running a successful company and answering to shareholders, corporate executives of public companies have something else to worry about — their significant equity positions in their own companies, and generally complex compensation packages. Used properly, a 10b5-1 plan is a tool that can help executives strategically plan and execute concentrated equity position sales.


What It Is and Why You Need It

Rule 10b5-1 was established by the Securities Exchange Commission (SEC) for insiders of publicly traded corporations to sell their stock at predetermined dates and prices. If properly designed and implemented, a 10b5-1 trading plan can provide a corporate executive with an affirmative defense against insider trading as well as an opportunity to sell their stock during periods they would normally be restricted (blackout periods). These plans, available from the custodian where the stock is housed, can provide a great way for executives to diversify their holdings in a flexible manner consistent with their financial objectives.

Though 10b5-1 plans are flexible for the executive — they can be cancelled at any time — the plans can only be initiated while the executive is in an open window and is not in possession of non-public, i.e. inside, information. The plans must specify the amount, prices, and date of the shares to be sold.


Important Plan Elements

There are important elements and dates that need to be outlined in a plan:

  • Plans should be in place at least one year after adoption date and should not exceed two years. These plans can be cancelled at any time but canceling and replacing a plan should be avoided if possible.
  • The adoption date is the date the executive and the issuer sign the plan. New 10b5-1 plans need to be adopted while the executive is in an open window and is not in possession of nonpublic information.
  • The effective date is the date the first trade is initiated.
  • The termination date is typically no longer than 2 years from the adoption date. Insider trading restrictions set forth by both the SEC and individual companies have become more stringent and arduous for executives that receive a significant portion of their compensation in the form of restricted stock or stock options.



We’ve noticed the following trends that savvy companies and executives institute:

  • Cooling periods mandate a length of time during which trading is prohibited after a plan is adopted. Plans typically have a cooling period between the adoption date and the effective date. A normal cooling period is 30-90 days for a new plan. If an executive is cancelling and replacing a plan, this generally involves waiting at least 90 days from the date of cancellation, and generally involves a new cooling period after adoption. This could lead to 6 months of blocked trading.
  • Although executives can sell in an open window, it is preferable to only use the 10b5-1 plan for officers and directors to sell stock. It should also be the exclusive defense against insider trading.
  • Some companies establish plans concurrent with their initial public offering (IPO), when all information is publicly disclosed. This provides the executive with extra protection against insider trading because the cooling period needs to exceed the underwriter lock up (greater than 6 months). The longer the cooling period, the less likely it is for shareholders to make the claim that an executive has acted on inside information

Establishing a plan concurrent with an IPO is particularly important for companies with constantly evolving non-public information, such as certain life science companies involved in drug trials. In situations like this, executives might have limited windows for selling stock absent of a 10b5-1 plan.

It is important to ensure that the brokerage account registration that the stock will go into matches the title stock being sold. For instance, individual accounts need to be established for shares resulting from RSUs and options because they are in individual form when issued. This also ensures that the form 4 and 144 will match.

Because of more rigid insider trading policies, 10b5-1 plans have become a common practice for corporate executives who work with an advisory firm. 10b5-1 planning, under the umbrella of financial planning, has emerged as a way to help executives be more strategic in their planning, protect themselves against insider trading and diversify their wealth. Since the plans can be complex, most executives receive guidance from the investment advisory firm with which they work.


Important Disclaimers

This blog is powered by Callan Capital, LLC. The information contained in this blog is provided for general informational purposes, and should not be construed as investment advice. Any links provided to other server sites are offered as a matter of convenience and are not intended to imply that Callan Capital, LLC endorses, sponsors, promotes and/or is affiliated with the owners of or participants in those sites, or endorses any information contained on those sites, unless expressly stated otherwise.

Callan Capital, LLC may from time to time publish content in this blog and/or on this site that has been created by affiliated or unaffiliated contributors. These contributors may include Callan Capital, LLC employees, other financial advisors, third-party authors, or other parties. Unless otherwise noted, the content of such posts does not necessarily represent the actual views or opinions of Callan Capital, LLC or any of its officers, directors, or employees. The opinions expressed by guest bloggers and/or blog interviewees are strictly their own and do not necessarily represent those of Callan Capital, LLC.

Callan Capital does not provide individual tax or legal advice, nor does it provide financing services. Clients should review planned financial transactions and wealth transfer strategies with their own tax and legal advisors. Callan Capital does not provide individual tax or legal advice, nor does it provide financing services. Clients should review planned financial transactions and wealth transfer strategies with their own tax and legal advisors.  For more information, please refer to our most recent Form ADV Part 2A which may be found at

Year End Planning

As 2018 comes to a close, we are actively discussing the following year end planning items with our clients. Year-end tax planning must take into account each taxpayer’s unique situation and goals. Please consult with your tax adviser to devise a tax-saving plan that most effectively meets your needs and takes into account the latest tax rules.

Required Minimum Distributions (RMDs)

For those over 70 ½, you are required to take a required minimum distribution from your retirement account. If you are a client of Callan Capital, we are processing your distribution and it will be complete in early November. If you would like to take your distribution before November, please let us know.

Charitable Strategies

Donating to charity can be a fantastic tax-savings strategy since you are in control of when and how much you give.  Consider a charitable IRA rollover, which allows clients over 70 ½ to donate up to $100,000 per year to a charity directly from their IRA and avoid paying taxes on the distribution. The charity benefits from the donation and the individual satisfies their RMD.

Clients who would like to donate to charity and expect to be in a lower tax bracket next year may want to consider contributing future charitable gifts through a Donor Advised Fund (DAF). A DAF is a philanthropic vehicle established for donors who want to make a charitable contribution and receive an immediate tax benefit. A donor contributes to the fund as frequently as they want and then grants to their charity of choice when they are ready.

Gifting to Non-Charitable Entities

The IRS allows each person to give $15,000 to each non-charitable beneficiary such as non-spouse family members every year.  This annual limit does not accrue into future years if it’s not utilized.  In addition to the annual exclusion, individuals can give up to $11.18 million (married couples can give $22.36 million) over a lifetime before owing gift taxes.  For gifts to 529 plans, the IRS allows 5 years of annual gifting to be accelerated for a total of $75,000 upfront ($150,000 for a married couple).


Disclaimer: Callan Capital does not provide individual tax or legal advice, nor does it provide financing services. Clients should review planned financial transactions and wealth transfer strategies with their own tax and legal advisors. For more information, please refer to our most recent Form ADV Part 2A which may be found at

The tax information provided in this document is for general informational purposes only—it is not meant to be used, and cannot be used, by individuals to avoid federal, state or local tax penalties. Taxation varies depending on an individual’s circumstances, tax status and transaction type; the general information provided in this guide does not cover every situation—for complete information on your personal tax situation, you should always consult with a qualified tax advisor.

Tools for Finding a Health Insurance Plan – For You and Your Family

If you have lost health insurance coverage due to early retirement, selling your business or because of a change in family circumstances, finding coverage on your own can be stressful. There are many considerations when looking for a health care plan—this guide will help you navigate through the health care marketplace and help you find the best plan for your needs.

When to Look for a Plan

First, it’s important to note that unless you qualify for a Special Enrollment period, you will have to sign up during the Open Enrollment Period each year. Most states have open enrollment from November 15th through December 15th, the year before coverage begins. You may be eligible to enroll during a Special Enrollment Period if you lost coverage due to leaving your employer, selling your business, divorce, moving to a new area or other major changes in circumstances. Generally, you have 60 days from the date of the qualifying event to choose a new plan. If you miss this window, you may have to wait until open enrollment at the end of the year.

Where to Find a Plan

Anyone can find a health care plan on the Healthcare Marketplace at Each state has their own marketplace established under the Affordable Care Act (ACA). People with lower incomes may be eligible for a subsidy for marketplace plans, but plans are available to anyone at full price. The marketplace allows you to compare and contrast available plans in your area side-by-side. You may also buy a policy through an individual provider or health care broker, however, these plans may not meet the minimum requirements of the ACA.

Different Types of Plans

When choosing a plan, it’s important to know how different types of plans are defined. There are four major types of health insurance plans—HMO, PPO, EPO and POS. HMOs and POS plans require you to choose a Primary Care Physician that is in that health care plan’s network of providers. You are generally required to obtain a referral from that Primary Care Physician before you can see a specialist. Many people want the freedom to see a specialist without first having to see their primary physician, but these plans tend to have lower costs overall. The main difference between a HMO and a POS plan is that a POS plan allows you to see doctors who are out-of-network at an additional cost, whereas an HMO requires you to stay in-network, except in the case of emergency care. A PPO and an EPO are similar in that you do not need to have a referral to see a specialist, you can see a specialist directly. These plans are typically more expensive than an HMO or POS plan. An EPO requires you stay in-network, except for emergency care, whereas a PPO will allow you to see providers out of your network at an additional cost.

Costs Associated with Each Plan

When comparing plans, look for a Summary of Benefits. The summary of benefits will display the various costs and coverages associated with each plan. Your health care costs will consist of several parts—your premium, deductible, copayments, coinsurance and out-of-pocket costs.

Your premium is the amount you pay every month to have the insurance plan.

Your deductible is the amount you must pay for your own health care before your health insurance will begin to pay towards your health care costs. Some plans have a $0 deductible and kick in immediately. Other plans have a high deductible, such as $4,000, where you would have to spend $4,000 towards your health care before your insurance will pay. The deducible resets every year.

Your copayment is a flat charge you have to pay for different types of services you use. For example, you may have to pay $45 every time you see your doctor.

Your coinsurance is usually a percentage of larger health care services that you share with your insurance. If you have a knee surgery and your coinsurance is 30%, you pay 30% of the total cost of that health care service and your health insurance pays the other 70%.

Your out-of-pocket expense is the amount you pay towards your health care that is covered under your insurance but that your insurance does not pay for (not including premiums). Many plans have an Out-of-Pocket Maximum, where they cap the amount you would have to pay each year out of your own pocket.

Here’s an example of how all these costs work together:

Let’s say you need shoulder surgery on January 1 that costs of $40,000. You have a plan with the following benefits:

Deductible: $2,000

Coinsurance: 20%

Out-of-pocket maximum: $5,000

First you need to meet your annual deductible. You pay the first $2,000 of covered medical expenses (your deductible). Next, your coinsurance of 20% on the rest of the costs ($38,000) comes to $7,600.

Your total costs would be $9,600 (deductible plus coinsurance). But, you have an out-of-pocket maximum of $5,000. Your insurance company pays all covered costs above $5,000 — for this surgery and any covered care you get for the rest of the plan year. You end up paying $5,000 for this surgery (maxing out your out-of-pocket expenses and paying your deductible for the year) and your insurance pays the remaining $35,000.

In-Network and Out-of-Network

If you choose a plan like a PPO or a POS, that allows you to go “out-of-network”, there are a few more points to consider. Providers that are “in-network” are providers that accept your insurance’s negotiated rate for services, so your costs are predictable. When you go “out-of-network” to see a provider, that provider does not have negotiated rates with your insurance plan, and most often, will charge more than in-network providers. You will end up paying any amount that doctor charges above what your insurance covers. If you choose a plan that does not cover out-of-network providers such as an HMO or EPO, you pay for 100% of any out-of-network charges.

If you have a doctor you would like to keep working with, find out if he or she is in-network with the plans you are considering. Don’t take the word of the insurance company, providers change what insurance plans they work with and your insurance may not have the most up-to-date information. Instead, call your doctor and ask: “Will you accept this plan next year?”

Important Reminders

Plan costs and plan coverage have an inverse relationship. Plans with higher costs generally cover more and plans with lower costs will cover less. However, just like car insurance, if you don’t make a lot of claims on your insurance, choosing a plan with higher deductibles and lower premiums can make sense.

A plan that pays more of your medical costs, but has higher monthly premiums, is better if:

  • You see a doctor frequently
  • You often need emergency care
  • You have expensive prescriptions
  • You plan to have a baby or you have small children

A plan with high out-of-pocket costs and low monthly premiums, is better if:

  • You can’t afford the higher monthly premiums for a plan with lower out-of-pocket costs
  • You are in good health and rarely see a doctor

Make sure you shop around and compare plans. When choosing a plan, you should look at the whole plan: the type of plan, the deductibles, coinsurance, out-of-pocket maximums, which doctors are in-network and the plan premiums.


Important Disclaimer

Callan Capital does not provide individual tax or legal advice, nor does it provide financing services. Clients should review planned financial transactions and wealth transfer strategies with their own tax and legal advisors. Callan Capital outsources to lending and financial institutions that directly provide our clients with, securities based financing, residential and commercial financing and cash management services. For more information, please refer to our most recent Form ADV Part 2A which may be found at