Compensation Tax Issues in M&A: How IRS Rules Affecting Compensation Arrangements Can Impact Your Transaction

Recording of a 90-minute CLE webinar with Q&A


Conducted on Tuesday, January 8, 2019

Recorded event now available

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Program Materials

This CLE webinar 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, potential penalties for noncompliance with Section 409A, and issues relating to Section 280G and new Section 162(m).

Description

In the context of mergers and acquisitions, there are many tax-related executive compensation matters which practitioners must consider. Such tax issues often can significantly impact the price and structure of a deal and practitioners must fully understand them in order to properly advise clients considering a corporate transaction.

Sections 280G and 4999 govern the treatment of "golden parachutes" which may become payable in connection with a deal and can impose punitive tax penalties in some circumstances. Also, new Section 162(m) provides another layer of tax issues to consider in M&A transactions. 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.

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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 high priority issues:

  • What is the impact of IRC 409A on deferred compensation for executives?
  • What limits does IRC 280G impose on golden parachutes to executives?
  • What impact does new IRC 162(m) have on tax planning in M&A transactions?
  • What are strategies for dealing with outstanding compensatory stock options in a merger or acquisition?

Faculty

Nelson, Timothy
Timothy F. Nelson

Counsel
Skadden Arps Slate Meagher & Flom

Mr. Nelson advises public and private clients, including numerous Fortune 500 corporations, on executive compensation...  |  Read More

White, Gavin
Gavin A. White

Partner
Skadden Arps Slate Meagher & Flom

Mr. White advises clients on a wide variety of U.S. and international tax matters, including public and private...  |  Read More

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