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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    ERISA

Date & Time
  • event Date

    Tuesday, August 1, 2023

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

  • BARBRI is a NASBA CPE sponsor and this 110-minute webinar is accredited for 2.0 CPE credits.

  • BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).

$347.00

This CLE/CPE course will offer advisers and counsel a review of the tax implications of executive and employee compensation in the context of a merger, acquisition, or sale of a business or business unit. The panel will provide best practices for counsel to avoid tax pitfalls in structuring and implementing a deal.

Faculty

Penko Joseph
Shareholder
Skadden Arps Slate Meagher & Flom LLP

Mr. Penko advises public and private companies, private equity firms, executives and boards on executive compensation and employee benefits issues, with a particular emphasis on issues arising in the context of mergers, acquisitions, initial public offerings and other corporate matters.

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Skowronski Andrew
Shareholder
Katten Muchin Rosenman LLP

Mr. Skowronski advises clients in connection with the design and legal analysis of executive compensation arrangements, including compliance with Code Section 409A. He frequently designs and implements equity-based incentives, phantom equity incentives, cash-based incentives, deferred compensation, and employment, retention and severance agreements.

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Huber Shalom
Shareholder
Skadden Arps Slate Meagher & Flom LLP

Mr. Huber regularly advises clients on the design and implementation of compensation and benefits arrangements, including employment and severance agreements; consulting arrangements; retention, severance and change-in-control plans; cash and equity-based incentive compensation plans; and nonqualified deferred compensation plans. In addition, he frequently advises clients regarding the tax rules relating to deferred compensation, the excise tax on “golden parachute” payments and the limits on deductibility of executive compensation. He also advises on the SEC rules governing executive compensation disclosure, including annual proxy disclosure and peri­odic reports, as well as on various ESG-related issues.

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Description

In the context of mergers and acquisitions, there are several tax-related executive compensation matters to consider.

Severance pay and other deferred compensation must comply with Section 409A. Equity-based awards, including stock options, restricted stock and restricted stock units must comply with 409A and other applicable tax rules. The Section 280G “golden parachute” rules are highly complex and need to be addressed.

These tax issues can often significantly impact the price and structure of a deal. Practitioners must fully understand these tax issues to avoid pitfalls in structuring and implementing the deal.

Listen as our authoritative panel of tax and executive compensation practitioners guides you through the tax implications of executive and employee compensation in the context of a merger, acquisition, or sale of a business or business unit. The panel will discuss how to avoid tax pitfalls in consummating these deals.

Outline

  1. Restricted stock and restricted stock units
  2. Stock options
  3. Deferred compensation
  4. Severance
  5. Golden parachutes

Benefits

The panel will review these and other key questions:

  • What is the impact of IRC 409A on deferred compensation for executives?
  • What limits does IRC 280G impose on golden parachutes for executives?
  • What are key strategies for dealing with outstanding compensatory equity awards in a merger or acquisition?

NASBA Details

Learning Objectives

After completing this course, you will be able to:

  • Understand the impact of IRC 409A on deferred compensation for executives
  • Recognize the limits that IRC 280G imposes on golden parachutes for executives
  • Identify key tax issues for outstanding compensatory stock options in a merger or acquisition

Strafford Publications, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of Accountancy have final authority on the acceptance of individual courses for CPE Credits. Complaints regarding registered sponsons may be submitted to NASBA through its website: www.nasbaregistry.org.

IRS Approved Provider

Strafford is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).