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U.S. Golden Parachute Rules in International Transactions: Sections 280G and 4999, Strategies to Avoid Tax Pitfalls

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

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Conducted on Wednesday, October 12, 2022

Recorded event now available

or call 1-800-926-7926

This CLE/CPE course will offer advisors and counsel a review of the tax implications of applying the U.S. golden parachute rules to cross-border transactions.


In the context of cross-border mergers and acquisitions, U.S. golden parachute rules for executive compensation must be considered in the transaction. Advisers and counsel must navigate Internal Revenue Code rules and other compensation regulations and address the key issues.

Golden parachute payments are governed by Sections 280G and 4999 of the Code. If applicable, these Code Sections generally impose a 20 percent excise tax on disqualified individuals for receiving excess parachute payments and deny of corporate deductions for such payments. Critical steps in determining the applicability and impact of the golden parachute rules include determining who are disqualified individuals, considering the nature of the compensation, whether, in fact, a change in control will occur, availability of shareholder approval as a remedy, mitigation planning where shareholder approval is not available, and other vital items.

Practitioners must fully understand these tax issues and other legal implications to avoid pitfalls in structuring and implementing the deal.

Listen as our authoritative panel of tax and executive compensation practitioners guides you through applying the golden parachute rules under IRC Sections 280G and 4999 to cross-border transactions and best practices for counsel to avoid tax pitfalls in structuring a deal.



  1. Section 280G
  2. Section 4999
  3. Triggering events
  4. Payments and change of control issues
  5. Strategies for minimizing any adverse tax or legal consequences


The panel will review these and other vital questions:

  • When do the golden parachute tax provisions apply in a cross-border transaction?
  • What limits does IRC 280G impose on golden parachutes for executives?
  • How does IRC 4999 apply, and what are the challenges?
  • Who is a disqualified individual under the IRC?
  • What are the implications of payments contingent on a change in control?
  • What are critical strategies for minimizing any adverse tax or legal consequences?


Deets, James
James A. Deets

Senior Director
Alvarez & Marsal Taxand

Mr. Deets is a Senior Director at Alvarez & Marsal Taxand LLC in Dallas. He specializes in executive compensation,...  |  Read More

Napalkova, Ekaterina
Ekaterina (Kate) Napalkova

Proskauer Rose

Ms. Napalkova advises public and private companies, private investment funds, executives and boards on a broad range of...  |  Read More

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