Executive Employment Agreements and Change in Control Arrangements

Structuring for M&A Transactions, Withstanding Shareholder Scrutiny, Avoiding Adverse Tax Consequences

Note: CPE credit is not offered on this program

A live 90-minute premium CLE video webinar with interactive Q&A


Wednesday, January 6, 2021

1:00pm-2:30pm EST, 10:00am-11:30am PST

Early Registration Discount Deadline, Friday, December 4, 2020

or call 1-800-926-7926

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.

Description

CIC agreements--golden parachutes--are an essential component of executive agreements and compensation packages, encouraging CEOs and executives to pursue opportunities for mergers, acquisitions, and other corporate transactions even when those opportunities may result in the loss of the executive's position. Although CIC agreements are intended to protect companies' interests, shareholders and the SEC are closely scrutinizing excessive golden parachutes that far exceed salaries or don't reflect performance.

Counsel must structure agreements that will pass shareholder scrutiny to advance proposed M&As and other corporate transactions. Counsel must also navigate IRC Section 280G tax on golden parachutes and Section 409A restrictions on deferred compensation to avoid adverse tax consequences for the executive and company. Buyers conducting due diligence in an M&A must carefully examine the target company's executive compensation plans to be aware of CIC triggering events.

Listen as our authoritative panel of executive compensation attorneys provides guidance on structuring CIC arrangements in executive employment agreements. The panel will discuss strategies for negotiating and drafting golden parachute provisions that withstand regulator and shareholder scrutiny and minimize adverse tax consequences while furthering company and shareholder interests.

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Outline

  1. Overview of change in control agreements
  2. Potential compensation upon a change in control
  3. Tax implications
    1. Section 280G golden parachute excise tax
    2. Section 409A restrictions on deferred compensation
  4. Drafting and negotiating strategies

Benefits

The panel will review these and other key issues:

  • What compensation strategies are most effective for meeting 280G requirements, safe harbor, or exemptions?
  • How do Sections 280G and 409A differ in defining "change in control"?
  • What CIC issues should buyers conducting M&A due diligence consider?

Faculty

Eppert, Anthony
Anthony J. Eppert

Partner
Hunton Andrews Kurth

Mr. Eppert's multi-disciplinary legal practice focuses on executive compensation, ESOPs and employee benefit...  |  Read More

Additional faculty
to be announced.

Live Webinar

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Early Discount (through 12/04/20)

Live Webinar

$297

Buy Live Webinar & Recording
Includes special savings of $300 (through 12/04/20)

Live Webinar & Download

$394

Live Webinar & DVD

$394 + $24.45 S&H

Other Formats
— Anytime, Anywhere

Early Discount (through 12/04/20)

Strafford will process CLE credit for one person on each recording. All formats include program handouts. To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video

48 hours after event

$297

Download

48 hours after event

$297

DVD

10 business days after event

$297 + $24.45 S&H