Section 409A Handbook

The Section 409A Handbook will help any practitioner successfully navigate Section 409A with its broad scope, extensive and complicated regulations, and myriad corollary rules and unresolved issues.



Design compensation arrangements to comply with Section 409A and avoid costly IRS penalties with this invaluable new reference

Main Volume Information

Congress’ enactment of Tax Code Section 409A as part of the 2004 American Jobs Creation Act was a rude awakening for those accustomed to handling compensation arrangements under the previous regulatory regime. The detailed, complex rules for compliance with Section 409A have forced practitioners to devote far more time than before to plan design and compliance. Section 409A Handbook provides not only the comprehensive guidance necessary to interpret the rules of Section 409A, but also analysis and pertinent advice on its many unresolved issues. Fundamentally useful to both the executive compensation practitioner and the more general benefits practitioner, the Handbook is the “how to” guide for designing and modifying compensation arrangements to comply with Section 409A. 

With contributions from numerous recognized experts in the field, this resource provides essential, practical  information regarding:

  • Structuring and administering a diverse array of executive and other “service provider” compensation arrangements
  • Avoiding common violations, spotting violations that have occurred and correcting them whenever possible, and assessing penalties when the violation cannot be corrected
  • Areas where Section 409A compliance has proven particularly difficult, the situations that present the highest risk of IRS challenge, and common traps that may result in unintentional violations
  • Insight into the interpretation and application of unresolved areas of Section 409A law
  • Practical tips/advice and numerous examples, tables, forms, and flowcharts to guide analysis and optimize Section 409A compliance

The Section 409A Handbook will help any practitioner successfully navigate Section 409A with its broad scope, extensive and complicated regulations, and myriad corollary rules and unresolved issues.


Supplement Information

The 2011 Supplement provides additional coverage of:

  • The impact of IRS Notice 2010-80
  • The IRS position regarding the use of releases, including advice on developing a strategy for dealing with practical concerns and crafting standard release language for use in different types of agreements
  • The IRS corrections relief that permits addressing compliance errors without, or with lesser, tax penalty
  • Informal IRS guidance on key Section 409A issues 


Bloomberg BNA authors and editors are practicing professionals with insider perspectives and real-life experience. Learn more about this book’s authors and editors.
Regina Olshan is the global head of Skadden, Arps, Slate, Meagher & Flom LLP'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. 

Erica Schohn’s practice at Skadden, Arps, Slate, Meagher & Flom LLP focuses on compensation and benefits arrangements in U.S. and cross-border corporate transactions (including mergers and acquisitions, public offerings and bankruptcy reorganizations), the negotiation of executive employment and severance arrangements, and the drafting and implementation of equity and other compensation programs.


View full tables of contents and read the book’s preface or introduction.