Executive Compensation Tax Issues in M&A Transactions: Avoiding Tax Pitfalls of Deal Structures
Equity-Based Compensation, Deferred Compensation, IRC Section 280G, and Other Key Tax Issues Affecting Compensation Arrangements in M&A
A live 90-minute premium CLE/CPE video webinar with interactive Q&A
This CLE/CPE course will provide an in-depth analysis of the tax implications of executive and employee compensation in the context of mergers, acquisitions, and sales of a business or business unit. The panel will discuss the implications of various types of transactions on equity-based awards, deferred compensation, incentive compensation, severance, and employee benefit plans, including recent developments in executive compensation and IRS scrutiny, as well as provide best practices to avoid tax pitfalls in structuring and implementing a deal.
Outline
- Treatment of equity-based compensation
- Treatment of deferred compensation plans and arrangements
- Impact of IRC Section 280G and mitigation opportunities
Benefits
The panel will review these and other key questions:
- What are key strategies for dealing with outstanding incentive equity compensation in transactions?
- What is the impact of IRC Section 409A on deferred compensation and other compensatory arrangements for executives?
- What limits does IRC Section 280G impose on golden parachutes for executives and how can they be mitigated?
Faculty
Katrine Magas
Senior Counsel
Proskauer Rose
Ms. Magas is a senior counsel in the Tax Department and a member of the Employee Benefits & Executive Compensation... | Read More
Ms. Magas is a senior counsel in the Tax Department and a member of the Employee Benefits & Executive Compensation Group. She works with public and private companies on their executive compensation arrangements and employee benefit plans both on day-to-day matters and in connection with corporate transactions or financings. In her practice, Ms. Magas provides expertise on complex tax issues arising under Internal Revenue Code Section 280G, 409A and 162(m). She also assists clients in designing, implementing and administering short- and long-term cash and equity incentive plans. Ms. Magas also represents individual executives related to employment, equity and separation agreements.
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Andrea S. Rattner
Partner
Proskauer Rose
Ms. Rattner counsels clients with respect to tax, securities, corporate governance, stock exchange, ERISA and other... | Read More
Ms. Rattner counsels clients with respect to tax, securities, corporate governance, stock exchange, ERISA and other issues affecting executive compensation. She regularly provides advice on equity arrangements, employment agreements, change-in-control agreements and other types of executive compensation, including incentive arrangements, SERPs, deferred compensation and 409A and 162(m) compliant plans.
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Ryan Wells
Senior Director, Compensation & Benefits
Alvarez & Marsal
Mr. Wells is a Senior Director with Alvarez & Marsal Tax, LLC in Dallas. He advises clients on compensation and... | Read More
Mr. Wells is a Senior Director with Alvarez & Marsal Tax, LLC in Dallas. He advises clients on compensation and benefit issues, specializing in executive compensation. Mr. Wells designs compensation programs for each phase of a company’s lifecycle, including initial public offerings, steady-state, restructuring, and mergers and acquisitions. He assists with review, design, benchmarking, and implementation of both non-equity and equity-based compensation programs, performing market analyses to align compensation with a company’s business strategies and evaluating the tax and accounting ramifications of compensation. Mr. Wells also helps companies tackle issues related to effectively and efficiently paying and incentivizing their employee. He focuses on key employee incentive programs (KEIPs), key employee retention programs (KERPs), and emergence grants.
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Cannot Attend February 25?
Early Discount (through 02/07/25)
You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. CPE credit is not available on recordings. Strafford will process CLE credit for one person on each recording. All formats include course handouts.