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Golden Parachutes in 2013 and Beyond


Product Code - LGA173
Speaker(s): Brian M. Pinheiro, Ballard Spahr LLP; Katayun I. Jaffari, Ballard Spahr LLP; Mary J. Mullany, Ballard Spahr LLP
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“Golden parachute” benefits provided to executive officers remain one of the most complex and challenging aspects of structuring a change-in-control transaction and advising your client. Although the basic regulatory framework set forth in Sections 280G and 4999 of the Internal Revenue Code and the related regulations have not changed significantly since adoption, the implementation and practice implications have shifted dramatically, particularly following the enactment of the Dodd-Frank Act and the advent of say-on-pay advisory votes.

Our experienced panel will discuss:

• The current M&A and golden parachute landscape
• The impact of various market participants, such as proxy advisory groups, on golden parachutes
• Practical tips for evaluating change-in-control agreements during an M&A deal
• Structuring transactions and the impact on change-in-control agreements
• Guidance for calculating excise tax obligations in the context of a change in control

In addition, the panelists will address the disclosure and advisory vote requirements for change-in-control transactions under the Dodd-Frank Act, the impact of the say-on-parachute advisory votes, and the fiduciary duty obligations of directors related to change-in-control agreements.

Educational Objectives:

• Learn practical tips for structuring, calculating and evaluating the impact of golden parachute payments in M&A transactions
• Understand the complex disclosure and advisory vote requirements of the Dodd-Frank Act related to golden parachutes
• Gain insight into M&A transaction structuring considerations for golden parachutes

Who would most benefit from attending this program?

In-house counsel, financial officers and other finance department staff, human resources professionals, CPAs and private practice attorneys.

Program Level: Advanced.

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

Brian M. Pinheiro, Ballard Spahr LLP; Katayun I. Jaffari, Ballard Spahr LLP; Mary J. Mullany, Ballard Spahr LLP

Brian M. Pinheiro, Ballard Spahr LLP
Brian Pinheiro is the Chair of the Employee Benefits and Executive Compensation Group at Ballard Spahr LLP. Mr. Pinheiro has 18 years of experience advising clients on matters relating to executive compensation, including Section 409A and the Section 280G golden parachute rules, tax-qualified retirement plans, including 401(k) plans, and health and welfare benefit plans. Prior to joining Ballard Spahr, he was a tax law specialist in the Employee Plans Division at the National Office of the Internal Revenue Service in Washington, D.C.

Mr. Pinheiro earned a J.D., magna cum laude, from The Catholic University Columbus School of Law; an LL.M., with distinction, from Georgetown University Law Center; and a B.A. from Boston College.

Katayun I. Jaffari, Ballard Spahr LLP
Katayun Jaffari is a partner in the Business and Finance Department of Ballard Spahr, LLP. Ms. Jaffari has a diversified corporate practice that includes securities, corporate governance, business counseling, and mergers and acquisitions. She assists clients in all industries with executive compensation and governance matters and securities transactions and counsels directors of for-profit and non-profit companies regarding fiduciary duties and corporate governance. Ms. Jaffari has extensive experience advising clients on complying with federal laws such as the Sarbanes-Oxley and Dodd-Frank Acts. She has lectured and written extensively in her areas of expertise. She is active in the Corporate Governance Committee of the American Bar Association’s Business Law Section and the Business Law Section of the Philadelphia Bar Association.

Ms. Jaffari is a graduate of George Washington University Law School and earned an M.B.A., with honors, and a B.B.A., summa cum laude, from Temple University. She previously served as a judicial clerk for Honorable Moody R. Tidwell III of the U.S. Court of Federal Claims in Washington, D.C.

Mary J. Mullany, Ballard Spahr LLP
Mary Mullany is a partner in the Business and Finance Department of Ballard Spahr LLP. She is Practice Leader of the Securities Group and a member of the firm’s Mergers and Acquisitions/Private Equity, Employee Benefits and Executive Compensation, Life Sciences/Technology, Health Care, and Insurance practice groups. Ms. Mullany concentrates her practice in the areas of securities disclosure, executive compensation (equity and cash-based), mergers and acquisitions, corporate financing (public and private), corporate governance, pharmaceutical and life sciences licensing and collaborations, general corporate law, business counseling, and health care law. She counsels public and private companies in the areas of corporate governance, disclosure obligations, executive compensation, and financing alternatives. Before becoming an attorney, Ms. Mullany was a registered nurse with experience in critical care and risk management.

Ms. Mullany earned a J.D., summa cum laude, from Villanova University, a Masters in Nursing Administration from Widener University, and a B.S. from the University of Pennsylvania.

This program’s CLE-credit eligibility varies by state. Bloomberg BNA is an accredited provider in the states of New York*, California, Pennsylvania, Texas and Virginia, and most other jurisdictions grant CLE credit on a per-program basis. At this time, Bloomberg BNA does not apply directly to the states of Florida, Rhode Island, Montana and Hawaii although credit is usually available for attorneys who wish to apply individually. Additionally, the following states currently do not grant credit for Bloomberg BNA OnDemand programming: Arkansas, Ohio, Nebraska, and Delaware. All requests are subject to approval once the live webinar has taken place or the customer has viewed the OnDemand version. Please contact the Bloomberg BNA accreditations desk if you have specific questions that have not been addressed.

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 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 the 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.

*Bloomberg BNA is an accredited provider in New York for experienced attorneys only.