Section 409A: A Decade in the Making

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In 2014, the legal community marks the 10th anniversary of the enactment of Section 409A of the Internal Revenue Code. Section 409A is a complicated tax provision that, even after ten years in the making, provides numerous pitfalls and unresolved issues.

The faculty presenting this program will provide practitioners with an overview of the general rules of Section 409A, with a focus on the unresolved issues referred to above. It will include a discussion on ways to correct violations and an update on recent 409A enforcement and audits. The presentation will also include a discussion of future guidance, anticipated future enforcement, and other developments.

Educational Objectives:
• Hear a refresher on the basics and background of Section 409A.
• Learn to identify common Section 409A pitfalls, and gain tips and advice for structuring compliant compensation programs.
• Understand unresolved issues relating to Section 409A.
• Gain an overview on handling Section 409A violations.
• Learn about recent enforcement and audit activity, and hear a deliberation on future guidance.

Who would benefit most from attending this program? 
In-house legal practitioners in the areas of tax and employee benefits and executive compensation, as well as human resource professionals, would benefit from the information presented in this program.



Susan Daley is a partner with Perkins Coie and has more than 20 years of experience in the areas of executive compensation, securities and employee benefits. She is currently President of the Chicago Chapter of the National Association of Stock Plan Professionals, Chair of the Federal Securities Law Subcommittee of the Employee Benefits Committee of the American Bar Association Section of Taxation, and a member of the BNA Pension & Benefits Advisory Board. Ms. Daley is a former Chair of the Illinois State Bar Association Employee Benefits Section Council, the Chicago Bar Association Employee Benefits Committee and the Chicago Bar Association Federal Taxation Committee.

Ms. Daley earned a J.D. from Harvard Law School and a B.A., summa cum laude, from the University of Connecticut. She is admitted to practice in Illinois.


Daniel Hogans is a partner in Morgan Lewis's Employee Benefits and Executive Compensation Practice, resident in the Washington, D.C. office. Prior to joining Morgan Lewis, Mr. Hogans was an attorney advisor in the Office of Benefits Tax Counsel at the U.S. Department of the Treasury. In this role, he served as an advisor to senior Treasury officials and Congressional staff on both legislative and regulatory matters relating to employee benefits and executive compensation. Mr. Hogans also served as the leading Treasury representative in the development of regulations and other guidance governing the federal tax treatment of equity and deferred compensation arrangements of corporations and partnerships, including regulations under section 409A. Before joining the Treasury Department, Mr. Hogans was in private practice for 10 years.

Mr. Hogans earned a J.D. from the College of William & Mary, Marshall-Wythe School of Law, an M.S. from the University of Virginia, and a B.S. from George Mason University. He is admitted to practice in the District of Columbia.



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. Ms. Olshan is the author and editor of the Section 409A Handbook. She speaks and writes frequently on executive compensation issues and co-chairs an annual seminar entitled “Hot Issues in Executive Compensation.” Ms. Olshan is ranked in the top tier 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. In 2013, Chambers USA recognized Skadden’s Executive Compensation and Benefits Group with its Award for Excellence, given annually to a select group of firms on the basis of pre-eminence in key practice areas.

Ms. Olshan earned a J.D. from Yale Law School and a B.A. in physics from Harvard University. She is admitted to practice in New York and Connecticut.


Stephen Tackney is currently serving as Special Counsel to the Division Counsel / Associate Chief Counsel (Tax Exempt and Government Entities Division), Office of Chief Counsel, Internal Revenue Service. During his nearly twelve years at the Office of Chief Counsel, Mr. Tackney has focused primarily on issues involving executive compensation, including the formulation and drafting of all the guidance under section 409A and section 457A. In addition, Mr. Tackney served on a detail at the Benefits Tax Counsel, Department of the Treasury, assisting with the formulation of the rules governing executive compensation at TARP recipients, and the development of associated legislative proposals. Prior to coming to the Office of Chief Counsel, Mr. Tackney spent several years in private practice, focusing on employee benefits issues.

Mr. Tackney earned a J.D., magna cum laude, from Harvard Law School and a B.A. from Emory University.