Executive Compensation Tax Issues in M&A: IRS Rules for Stock Options, Deferred and Equity Comp, Golden Parachutes

Note: CPE credit is not offered on this program

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

Conducted on Wednesday, July 8, 2020

Recorded event now available

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Course Materials

This CLE course will offer advisers and counsel a review of 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.

Description

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

Various Internal Revenue Code sections are implicated. For example, severance pay and other deferred compensation must comply with Section 409A. Various tax codes deal with the treatment of outstanding equity-based awards, including restricted stock, stock options, and restricted or deferred stock units in transactions.

Section 280G governs golden parachutes. Such 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.

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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 key questions:

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

Faculty

Cogill, Jean
Jean (Jeanie) Cogill
Partner
King & Spalding

Ms. Cogill is a partner in King &Spalding’s Corporate, Finance and Investments practice. She specializes in...  |  Read More

Glatt, Rami
Rami Glatt
Principal
Semler Brossy Consulting Group

Mr. Glatt joined SBCG in 2013 from Mercer Consulting where he worked with management and boards of directors across a...  |  Read More

McDaniels, Laura
Laura McDaniels
Special Counsel
Baker Botts

Ms. McDaniels has nearly twenty years of experience advising private and public companies on compensation and benefits...  |  Read More

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