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The 2013 Fiscal Cliff: Accelerating Income and Compensation



Tuesday, November 27, 2012
Product Code - LGN76
Speaker(s): Michael R. Bergmann, Skadden, Arps, Slate, Meagher & Flom LLP; Colleen M. Hart, Jones Day; Patrick B. O’Brien, Jones Day
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This program will discuss the different types of compensation that might be candidates for acceleration and focus on constraints on doing so. It should be of particular interest not only for executives but also those responsible for administering executive compensation programs for both public and private employers.

The provisions of the Budget Control Act of 2011 are scheduled to go into effect at the beginning of 2013. The so-called "fiscal cliff" could result in the expiration of the Bush-era tax cuts and other significant consequences affecting such areas as payroll and health care, among others.

As a result, like last year, many employers and employees are considering taking actions that could reduce next year's liability by accelerating 2013 income into 2012. However, the ability to accelerate income may be limited by certain rules, in particular Sections 162(m) and 409A of the Internal Revenue Code.

Educational Objectives:

• Understand the significance of the "fiscal cliff" for executive compensation programs.
• Learn to identify the different types of compensation programs for which income acceleration might make sense.
• Find out how to navigate the constraints on acceleration imposed by Sections 162(m) and 409A of the Internal Revenue Code.

Who would benefit from attending the program?

This program will be of particular interest to executive level employees, those responsible for administering executive compensation programs for both public and private employers, and in-house and external counsel advising any of those parties.

Program Level: Intermediate.

Credit Available: CLE. For more information, please click on the “CLE Credit” tab.

Michael R. Bergmann, Skadden, Arps, Slate, Meagher & Flom LLP; Colleen M. Hart, Jones Day; Patrick B. O’Brien, Jones Day

Michael R. Bergmann, Skadden, Arps, Slate, Meagher & Flom LLP
Michael R. Bergmann is a Counsel in the Executive Compensation & Benefits group of Skadden, Arps, Slate, Meagher & Flom LLP. He counsels clients on employee benefits, ERISA and executive compensation matters. A significant portion of Mr. Bergmann’s practice is devoted to advising major public companies on employee benefit and executive compensation arrangements in the context of mergers and acquisitions as well as on an ongoing advisory basis. He also has extensive experience with the Securities and Exchange Commission (SEC) rules governing executive compensation disclosure and the tax rules imposing limits on the deductibility of executive compensation. He has advised numerous small and large public and private companies and individual senior executives on the adoption, revision and negotiation of executive employment and severance agreements. Mr. Bergmann has extensive experience with the rules governing tax-qualified retirement vehicles, the taxation of employee welfare benefits and the application of ERISA to the administration of such arrangements and their assets.

Mr. Bergmann earned a J.D. from the University of Virginia School of Law, where he was a member of the Order of the Coif and Executive Editor of the Virginia Law Review; an M.B.A. from the University of Virginia School of Business Administration; and a B.A. from Harvard University. He is admitted to practice law in Washington, D.C., Idaho and Virginia (inactive).

Colleen M. Hart, Jones Day
Colleen Hart is a partner in the Employee Benefits and Executive Compensation practice of Jones Day’s New York office. Ms. Hart provides counsel on a broad array of executive compensation and employee benefit matters, representing clients in the employee benefits aspects of mergers and acquisitions, financings, public offerings, and other types of transactions. She advises clients on executive compensation, benefits, and securities matters, including Section 409A compliance, compensation-related securities filings, "performance-based compensation" qualification, and "parachute payment" issues. Ms. Hart is responsible for drafting and negotiating various incentive compensation and executive compensation plans and documents, including nonqualified deferred compensation plans, employment agreements, severance plans, stock options and other equity compensation plans, and "rabbi trusts." She also counsels clients on the design and implementation of their qualified retirement plans and welfare benefit plans.

Ms. Hart earned a J.D. from Columbia University, where she was a Kent Scholar; an M.S. from the University of Rhode Island; and a B.A. from the College of the Holy Cross. She is admitted to practice law in New York.

Patrick B. O’Brien, Jones Day
Patrick O'Brien's practice focuses on providing U.S. federal income tax advice to U.S. and non-U.S. clients in connection with a variety of corporate and partnership transactions. His experience includes taxable and tax-free acquisitions and dispositions, complex capital restructurings, partnership formations and capitalizations, joint ventures, debt instruments and derivatives, foreign currencies, energy tax credits, real estate transactions, and foreign investments in the United States.

Mr. O’Brien earned an LL.M. and a J.D. from New York University, where he was a member of the Order of the Coif and served as Article Editor for the NYU Annual Survey of American Law, and a B.A. from Rutgers University. He is admitted to practice in New York and New Jersey.

This program is CLE-credit eligible.

If you have further questions regarding a specific state or how to file for CLE credit, please contact Bloomberg BNA customer service at 800-372-1033 and ask to speak to the Legal and Business CLE Accreditation Coordinator.

Hardship Policy
Bloomberg BNA offers a hardship policy for attorneys earning less than $50,000 per year. If an attorney wishes to take advantage of this option, he or she must contact Bloomberg BNA directly. For attorneys who are unemployed or earning less than $35,000 per year, a full discount off the price of the program will be awarded upon written proof of hardship. Attorneys earning between $35,000 and $50,000 per year will receive a 50% discount off the price of the program. Any attorney working in the public service sector also qualifies for a special price. If you have further questions regarding the hardship policy or seek additional information, please contact Bloomberg BNA customer service at 800-372-1033 and ask to speak to Lindsey Pace, CLE Accreditations Coordinator, or email us at accreditations@bna.com.

Questions
For more information about Mandatory or Minimum Continuing Legal Education (MCLE) requirements, visit the American Bar Association website at http://www.abanet.org/cle/mandatory.html.