Golden Parachutes in Mergers and Acquisitions: Sections 280G and 4999, Strategies to Avoid Tax Pitfalls
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
ERISA
- event Date
Tuesday, September 30, 2025
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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This CLE/CPE webinar will offer advisers and counsel a review of tax implications of the application of the U.S. golden parachute rules in mergers and acquisitions. The panel will discuss circumstances on when IRC Sections 280G and 4999 will apply, disqualified individuals, payments on a change of control and thresholds, and best practices for counsel to avoid tax pitfalls in structuring and implementing a deal.
Mr. Mollo-Christensen, Co-Chair of Choate’s Tax Group, counsels private equity, public, and strategic clients in a broad range of executive compensation and employee benefits matters. He has experience representing clients in all types of transactions, including the acquisition and disposition of portfolio companies, strategic acquisitions and divestitures, and global public mergers, but has a particular focus on M&A and private equity transactions. In addition, Mr. Mollo-Christensen represents companies in connection with IPOs, SPACs, spin-offs, and joint ventures, and helps to negotiate employment and separation agreements, as well as equity-based and other incentive arrangements. He also advises companies regarding SEC regulatory and federal securities law compliance and disclosure obligations.
Mr. Teigman is a partner in the Tax Department and a member of the Employee Benefits & Executive Compensation Group. He focuses his practice on executive compensation and benefit matters, principally in connection with mergers and acquisitions, securities offerings and senior executive employment relationships.
In the context of 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% excise tax on disqualified individuals for receiving excess parachute payments and the denial of corporate deductions for such payments. Critical components in structuring transactions that may be subject to the golden parachute rules are determining who are disqualified persons, the nature of the compensation, change in control, shareholder approval, 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 M&A transactions and best practices for counsel to avoid tax pitfalls in structuring a deal.
I. Section 280G
II. Section 4999
III. Triggering events
IV. Payments and change of control issues
V. 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 M&A transactions?
- 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?
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