Structuring Phantom Incentive Plans for Privately Held Corporations: Mechanics, Tax Obstacles, and Optimization

Ms. Magas advises public and private companies, private equity firms, private investment funds and compensation committees on the executive compensation and benefits aspects of a variety of major corporate transactions, including mergers and acquisitions, reorganizations and financings. Her practice spans a broad range of employee-related matters that involve various industries, and she regularly counsels on day-to-day matters such as compensation program design and implementation; tax considerations related to nonqualified deferred compensation arrangements, deductibility of executive compensation and golden parachutes; securities reporting, registration and disclosure compliance; and corporate governance issues. In addition, Ms. Magas has extensive experience in designing and implementing compensation arrangements for partnerships and limited liability companies, including asset managers, as well as representing individual executives and management teams in matters related to employment, equity and separation agreements. In recognition of her work, Ms. Magas has been repeatedly named one of Best Lawyers’ Ones To Watch in America.

Mr. Wiseman regularly represents both public and private companies in a range of industries and is frequently called upon to advise boards of directors, compensation committees, senior management teams and members of management on compensation matters arising both in the ordinary course of business and with respect to extraordinary events, including leadership transitions. He is recognized as an up-and-coming leader and adviser in the financial services and fintech industries as a result of his extensive experience working on executive compensation and corporate governance matters. Mr. Wiseman frequently assists clients, including financial institutions, financial sponsors, founders and senior executives, in navigating complex and overlapping regulatory regimes and structuring sophisticated incentive arrangements. He provides tax planning advice with respect to profits interests and other partnership compensatory instruments, as well as Sections 409A, 162(m) and 280G of the Internal Revenue Code. A significant portion of his practice focuses on advice related to various federal regulatory regimes, including banking regulatory requirements, SEC rules and disclosure requirements governing executive compensation, securities registration and exemption requirements, and compliance with NYSE and Nasdaq listing standards. Mr. Wiseman has authored or co-authored articles in various publications related to executive compensation in the context of mergers and acquisitions, SEC reporting and banking regulatory rules governing incentive compensation, in addition to regularly speaking at conferences and seminars on these topics.