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Executive Compensation Tax Issues in Mergers and Acquisitions

Webinar: ID# 1013851
Recorded CD
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About This Course:
This audio conference will offer advisors and counsel a review of tax implications of executive compensation and other non-salary compensation in the context of a merger, acquisition, or sale of a business or business unit. The panel will provide best practices for counsel to avoid tax pitfalls in structuring and implementing a deal.

Course 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 sections governing the type of compensation address most of the key issues.

Severance pay and other deferred compensation must comply with 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. Section 280G governs golden parachutes.

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 a merger, acquisition, or sale of a business or business unit. The panel will discuss how to avoid tax pitfalls in consummating these deals.

AGENDA

  • Restricted stock and restricted stock units
  • Stock options
  • Deferred compensation
  • Golden parachutes

Benefits

The panel will review these and other key questions:

  • What is the impact of IRC Section 409A on deferred compensation for executives?
  • What limits does IRC Section 280G impose on golden parachutes to executives?
  • What are key strategies for dealing with outstanding compensatory stock options?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.

Faculty
David A. Calder
Morgan Lewis &Bockius, Irvine, Calif.
Mr. Calder counsels boards of directors and other management personnel regarding the design, implementation, and administration of nonqualified deferred compensation plans, equity compensation plans, and other incentive plans and benefits arrangements, including the related tax and corporate law implications of such plans and arrangements. He also advises clients with respect to all employee benefits and executive compensation aspects of M&As, IPOs and other significant corporate transactions.

Gina L. Lauriero
Morgan Lewis &Bockius, New York
Ms. Lauriero focuses her practice on a variety of employee benefits and executive compensation matters, including the design, implementation, and administration of equity, incentive compensation, nonqualified deferred compensation, employment, and severance plans and arrangements. She also advises clients on all employee benefits and compensation-related aspects of mergers, acquisitions, and other corporate transactions.

Mims Maynard Zabriskie, Partner
Morgan Lewis &Bockius, Philadelphia
Ms. Zabriskie designs and helps clients implement executive compensation programs, equity compensation plans such as stock option plans and tax-qualified retirement plans. She counsels clients on a wide variety of legal issues that arise in connection with employee benefit plans. Ms. Zabriskie has an extensive background in working with Fortune 500 companies, technology and bio-tech companies and other publicly and privately owned businesses.

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Executive Compensation Tax Issues in Mergers and Acquisitions
Available on CD format
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