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Sponsored by Lorman Education
Product ID: 406861EAU
 
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Golden Parachute Payments Under Section 280G-Compliance and Mitigation Approaches

OnDemand Webinar (93 minutes)

Understand the general categories of executives to which section 280G applies, the impact of exceeding the statutory limits on parachute payments, and the methods available to reduce or eliminate exposure.In today's corporate landscape, corporate mergers, acquisitions and combinations are becoming more and more common. Private equity funds are very active, buying and selling businesses on a regular basis. An executive or fund manager who is not armed with the correct information could find himself subject to substantial excise taxes, and companies could be denied tax deductions, if payments to executives in connection with a company sale transaction exceed certain amounts. This topic will provide executives and those managing corporate transactions the information necessary to determine when section 280G may be implicated. It will also help them to understand the general categories of executives to which section 280G applies, the impact of exceeding the statutory limits on parachute payments, and the methods available to reduce or eliminate exposure. In many cases, 280G exposure may be completely eliminated, but only if it is address pre-transaction. Failing to address 280G issues prior to a transaction can lead to unnecessary excise taxes and lost tax deductions, results which in many cases may be completely avoided. This information will provide you with an overview of 280G sufficient to be able to recognize potential issues and to know when to address them.

Authors

Philip Antoon, Alvarez & Marsal James Deets, Alvarez & Marsal

Agenda

Overview of 280G

• 280G Generally

• Base Amount

• Threshold/Safe Harbor Amount

• Impact of Excess Parachute Payments

Disqualified Individuals

• Definition

• Determination Period

• Problem Areas

• Practical Considerations

Change in Control

• Requirement Generally

• Definition

• Examples

Parachute Payments

• Types of Parachute Payments

• Payments Related to Events That Are Closely Related to the Change in Control

• Presumptions and Rebuttal

Exemptions

• Small Business Corporation

• Tax Exempt Entities

• Shareholder Approval for Nonpublic Companies

Mitigation Techniques

• Base Amount Planning

• Reasonable Compensation (Before or After Change in Control)

Business Valuation

• Noncompete Agreements

• Nonsolicitation Agreements

• Nondisparagement Agreements

Other Considerations

• Equity Valuation-24(c) vs. All in

• Performance-Based vs. Time Based Equity

• Hidden Performance Conditions

• Other Provisions That Convert Time-Based Equity to All in Treatment