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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    ERISA

Date & Time
  • event Date

    Tuesday, February 25, 2025

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

  • BARBRI is a NASBA CPE sponsor and this 110-minute webinar is accredited for 2.0 CPE credits.

  • BARBRI is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).

$347.00
CLE
CPE
ALL

This CLE/CPE course will provide an in-depth analysis of the tax implications of executive and employee compensation in the context of mergers, acquisitions, and sales of a business or business unit. The panel will discuss the implications of various types of transactions on equity-based awards, deferred compensation, incentive compensation, severance, and employee benefit plans, including recent developments in executive compensation and IRS scrutiny, as well as provide best practices to avoid tax pitfalls in structuring and implementing a deal.

Faculty

Andrea S. Rattner
Partner
Proskauer Rose LLP

Ms. Rattner counsels clients with respect to tax, securities, corporate governance, stock exchange, ERISA and other issues affecting executive compensation. She regularly provides advice on equity arrangements, employment agreements, change-in-control agreements and other types of executive compensation, including incentive arrangements, SERPs, deferred compensation and 409A and 162(m) compliant plans.

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Katrine Magas
Senior Counsel
Proskauer Rose LLP

Ms. Magas is a senior counsel in the Tax Department and a member of the Employee Benefits & Executive Compensation Group. She works with public and private companies on their executive compensation arrangements and employee benefit plans both on day-to-day matters and in connection with corporate transactions or financings. In her practice, Ms. Magas provides expertise on complex tax issues arising under Internal Revenue Code Section 280G, 409A and 162(m). She also assists clients in designing, implementing and administering short- and long-term cash and equity incentive plans. Ms. Magas also represents individual executives related to employment, equity and separation agreements.

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Ryan Wells
Senior Director, Compensation & Benefits
Alvarez & Marsal Holdings, LLC

Mr. Wells is a Senior Director with Alvarez & Marsal Tax, LLC in Dallas. He advises clients on compensation and benefit issues, specializing in executive compensation. Mr. Wells designs compensation programs for each phase of a company’s lifecycle, including initial public offerings, steady-state, restructuring, and mergers and acquisitions. He assists with review, design, benchmarking, and implementation of both non-equity and equity-based compensation programs, performing market analyses to align compensation with a company’s business strategies and evaluating the tax and accounting ramifications of compensation. Mr. Wells also helps companies tackle issues related to effectively and efficiently paying and incentivizing their employee. He focuses on key employee incentive programs (KEIPs), key employee retention programs (KERPs), and emergence grants.

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Description

In the context of mergers and acquisitions, there are a number of executive compensation matters that must be considered in the transaction. Various Internal Revenue Code (IRC) sections governing the type of compensation address most of the key issues.

Severance pay and other deferred compensation must comply with, or be exempt from, IRC 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. IRC Sections 280G and 4999 impose a 20% excise tax on executives' golden parachute payments and disallow a deduction to the corporation for the related compensation.

Such tax issues often significantly impact the price of a deal. Moreover, there are tax implications for restructuring or terminating executive compensation arrangements 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 compensation and other non-salary compensation in the context of mergers, acquisitions, and other transactions. The panel will discuss how to avoid tax pitfalls in consummating these deals.

Outline

  1. Treatment of equity-based compensation
  2. Treatment of deferred compensation plans and arrangements
  3. Impact of IRC Section 280G and mitigation opportunities

Benefits

The panel will review these and other key questions:

  • What are key strategies for dealing with outstanding incentive equity compensation in transactions?
  • What is the impact of IRC Section 409A on deferred compensation and other compensatory arrangements for executives?
  • What limits does IRC Section 280G impose on golden parachutes for executives and how can they be mitigated?

NASBA Details

Learning Objectives

After completing this course, you will be able to:

  • Identify key executive compensation tax issues that must be considered in mergers and acquisitions
  • Understand the potential tax implications of deferred compensation under IRC 409A
  • Recognize the limits IRC 280G places on compensation arrangements
  • Ascertain tax planning mechanisms in structuring compensation arrangements

  • Field of Study: Taxes
  • Level of Knowledge: Intermediate
  • Advance Preparation: None
  • Teaching Method: Seminar/Lecture
  • Delivery Method: Group-Internet (via computer)
  • Attendance Monitoring Method: Attendance is monitored electronically via a participant's PIN and through a series of attendance verification prompts displayed throughout the program
  • Prerequisite: Three years+ business or public firm experience at mid-level within the organization, preparing complex tax forms and schedules; supervisory authority over other preparers/accountants. Working knowledge of partnership/corporate structure, debt financing, merger, and liquidation.

Strafford Publications, Inc. is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of Accountancy have final authority on the acceptance of individual courses for CPE Credits. Complaints regarding registered sponsons may be submitted to NASBA through its website: www.nasbaregistry.org.

IRS Approved Provider

Strafford is an IRS-approved continuing education provider offering certified courses for Enrolled Agents (EA) and Tax Return Preparers (RTRP).