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New Rules under Section 162(m)(6): Applying the $500,000 Deduction Limit for Compensation of Health Insurance Company Employees



Wednesday, May 22, 2013
1:00 PM - 2:30 PM ET
Product Code - LGA148
Speaker(s): Regina Olshan, Skadden, Arps, Slate, Meagher and Flom, LLP; Susan Seabrook Skadden, Arps, Slate, Meagher and Flom, LLP; Monica Coakley, KPMG LLP; Joseph Yaffe, Skadden, Arps, Slate, Meagher and Flom, LLP
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The $500,000 deduction limit for compensation paid by certain health insurance companies to their employees will affect all health insurance issuers and all members of the health insurance issuer's affiliated group, even if the member is not itself a health insurance issuer. The guidance issued by Section 162(m)(6) of the Internal Revenue Code provides complex rules in applying this limitation. While this deduction limit is part of existing Section 162(m), the coverage and application of new proposed subsection (6) differs significantly from the more common applications of the section and, therefore, a thorough analysis is required even for companies otherwise exempt from, or in compliance with, Section 162(m).

Join us as our faculty members explain how the deduction limit will work and how it will impact the compensation structure of health insurance companies and their affiliates. Learn what you need to know and to which tax years the new regulations will apply.

Educational Objectives:

• Understand the proposed regulations providing guidance on the $500,000 deduction limit for compensation paid by certain health insurance companies to their employees.

• Gain awareness of the broad application and complexity of the deduction limit rules.

• Learn through examples how the deduction limit rules work.

• Become informed about what needs to be done immediately by health insurance companies and their affiliates.

Who would benefit most from attending the program?

In-house legal practitioners in the areas of tax and employee benefits/executive compensation at health insurance companies or members of a health insurance company's affiliated group.

Program Level: Intermediate (This program assumes that attendees have some basic knowledge of the Internal Revenue Code from practice or prior seminars.)

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

Regina Olshan, Skadden, Arps, Slate, Meagher and Flom, LLP; Susan Seabrook Skadden, Arps, Slate, Meagher and Flom, LLP; Monica Coakley, KPMG LLP; Joseph Yaffe, Skadden, Arps, Slate, Meagher and Flom, LLP

Regina Olshan, Skadden, Arps, Slate, Meagher and Flom, LLP
Regina Olshan is the global head of Skadden’s Executive Compensation and Benefits Group. Her practice focuses on advising companies, executives and boards on navigating the regulatory complexities of executive compensation and benefits. This includes tax laws (including laws governing deferred compensation, golden parachute arrangements and deduction limitation rules), securities laws (including reporting and disclosure requirements and registration issues) and compensation-related litigation matters.

In addition, Ms. Olshan regularly advises public companies, boards, private equity clients and members of management on executive compensation and benefits issues arising in the context of mergers, acquisitions, spin-offs, initial public offerings, restructurings and other extraordinary corporate events, including private equity and leveraged buyout transactions. She also regularly advises large public companies and individual senior executives on the adoption, revision, and negotiation of executive employment and severance agreements, as well as litigation and controversies involving executive compensation.

Ms. Olshan is the author and editor of the Section 409A Handbook. She speaks and writes frequently on executive compensation issues and co-chairs “Hot Issues in Executive Compensation,” an annual seminar presented by PLI. She also has been quoted in various major publications on significant executive compensation issues of the day. Ms. Olshan was ranked in Band 1 in Chambers USA: America’s Leading Lawyers for Business for New York employee benefits and executive compensation. She also is listed in The Best Lawyers in America and The Legal 500 U.S.

Ms. Olshan earned a J.D. from Yale Law School and a B.A. from Harvard University, She is admitted the Bars of New York and Connecticut.

Susan Seabrook Skadden, Arps, Slate, Meagher and Flom, LLP
Susan Seabrook focuses on tax controversy and litigation matters, with extensive experience with respect to financial institutions, insurance companies, and financial and insurance products.

Ms. Seabrook has been advising clients in private practice in connection with a broad range of tax controversy matters, and successfully has resolved tax controversies at all levels of tax administration and in court. She has assisted clients in responding to congressional, regulatory and other governmental inquiries in connection with tax-related issues, and provided advice in connection with insurance company or product-related tax implications of complex transactions.

Ms. Seabrook was recognized in the 2011 edition of Legal 500 as “recommended for all insurance and reinsurance controversy.”

Prior to joining Skadden, Ms. Seabrook served as an attorney adviser in the National Office of Chief Counsel, IRS, Financial Institutions and Products. She was appointed industry counsel for the life insurance industry and assisted in identifying and developing issues related to insurance company and product tax issues. She also served as a senior trial attorney, southwest district counsel, specializing in insurance company litigation. In this capacity, she tried numerous cases before the United States Tax Court and coordinated refund and appeal litigation with the U.S. Department of Justice. Ms. Seabrook also served as a special assistant United States attorney.

Ms. Seabrook earned an LL.M. from the University of Denver College of Law, a J.D. from Gonzaga University, and a B.A. from the University of Colorado. She is admitted to practice in the District of Columbia and before Federal District Courts, the U.S. Court of Federal Claims, and the U.S. Tax Courts.

Monica Coakley, KPMG LLP
Monica Coakley is a Principal in KPMG’s Washington National Tax practice and is the firm’s National Tax Leader for Healthcare. She is located in Nashville and advises KPMG partners, professionals and clients across the country on corporate tax matters and other tax issues affecting the healthcare industry, including investor-owned and tax-exempt healthcare providers, health insurance companies, and businesses that serve the healthcare industry.

Ms. Coakley joined KPMG as a Principal in 2010. Prior to joining KPMG, Ms. Coakley was a tax partner in the New York office of a prominent international law firm, where she served an array of clients in healthcare, life sciences and other industries.

Ms. Coakley advises clients on a broad range of tax matters, including domestic and international mergers and acquisitions, leveraged buyouts, public offerings, spin-offs and other divestures, financing and capital markets transactions, financial instruments, insurance tax matters, general corporate tax planning, and a variety of federal income tax issues important to the healthcare industry. Ms. Coakley is experienced in the design and implementation of complex tax planning projects such as internal restructuring transactions and post-acquisition integration (in some cases, involving hundreds of legal entities and transaction steps), and has prepared private letter ruling requests and tax opinions on a wide range of issues.

Ms. Coakley earned an LL.M. in Taxation from New York University School of Law, a J.D. from Harvard Law School, and a B.A., summa cum laude, from The American University. She is admitted to the Bars of Tennessee, New York, and New Jersey.

Joseph Yaffe, Skadden, Arps, Slate, Meagher and Flom, LLP
As head of the Executive Compensation and Benefits Group on the West Coast, Joseph M. Yaffe handles tax and securities law matters arising in equity compensation arrangements and employee benefits issues in corporate transactions, such as mergers and acquisitions. His experience includes representing companies from the biotechnology, entertainment, Internet, medical supply, retail and software industries. He also counsels senior executives at companies throughout the country in connection with executive compensation matters.

Mr. Yaffe advises on tax-qualified plan issues, including issues relating to 401(k) and 403(b) plans. In addition, he represents clients in negotiations with the Internal Revenue Service and Department of Labor regarding compliance issues under the Internal Revenue Code and ERISA.

He frequently lectures on tax, benefits and compensation matters, including equity compensation issues for emerging growth companies and tax-qualified plan issues. Mr. Yaffe is ranked by Chambers USA: America’s Leading Lawyers for Business and The Legal 500: U.S. Guide as one of the country’s leading benefits and compensation attorneys. Before joining Skadden in September 2009, he was a partner at another global law firm, where he served as chairman of the tax department for the firm’s Silicon Valley office.

Mr. Yaffe earned a J.D. from the University of California, Davis School of Law, where he was a member of the Law Review, and an A.B. from Columbia University. He is admitted to the California Bar.

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.

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• Non-Subscriber - Webinar and OnDemand formats $224
• CD with webinar registration $75
• CD without webinar registration $224 / $149

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