Executive Employment Agreements and Change in Control Arrangements
Structuring Golden Parachutes That Promote M&A Opportunities, Withstand Shareholder Scrutiny, and Avoid Adverse Tax Consequences
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will provide counsel with guidance on structuring change in control (CIC) arrangements in executive employment agreements. The panel will discuss strategies for negotiating and drafting golden parachute provisions that minimize employee taxes and protect employer deductions while furthering company and shareholder interests.
- Overview of change in control agreements
- Potential compensation upon a change in control
- Tax implications
- Section 280G golden parachute excise tax
- Section 409A restrictions on deferred compensation
- Dodd-Frank considerations
- Drafting and negotiating strategies
The panel will review these and other key issues:
- What compensation strategies are most effective for meeting 280G’s “safe harbor”?
- How do Sections 280G and 409A differ in defining “change in control”?
- What key CIC issues should buyers conducting M&A due diligence consider?
Andrew C. Liazos
McDermott Will & Emery
Mr. Liazos heads the firm's Executive Compensation Group and regularly represents Fortune 500 companies, public... | Read More
Mr. Liazos heads the firm's Executive Compensation Group and regularly represents Fortune 500 companies, public companies, large closely held businesses and compensation committees on all aspects of executive compensation, employee benefits in business transactions, initial public offerings and bankruptcy, international compensation planning and related litigation matters. He also counsels executives in employment agreement and joint venture negotiations. Mr. Liazos is co-chair of the National Institute on Executive Compensation for the American Bar Association (ABA) Joint Committee on Employee Benefits.Close
Benjamin D. Panter
Mr. Panter advises clients across a broad spectrum of industries on executive compensation and employment law issues... | Read More
Mr. Panter advises clients across a broad spectrum of industries on executive compensation and employment law issues that arise from public and private M&A and private equity transactions, restructurings, debt and equity financings, and IPOs. He has an active practice representing compensation committees, companies, and senior executives in the negotiation and structuring of executive employment and severance agreements. Mr. Panter is an adjunct professor teaching executive compensation law at a Chicago area law school.Close