SERIES: Strategic Approaches to Human Resources Issues in Corporate Transactions: Special Executive Compensation Tax Issues in Corporate Transactions

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This program is Part 5 of 5 of our Bloomberg BNA series, “Strategic Approaches to Human Resources Issues in Corporate Transactions.”  This five-part series will focus on strategies for handling many of the issues facing human resources functions with respect to employee relations, employee benefits, and executive compensation issues in mergers and acquisitions.  Each segment will provide practice pointers to alert the attendees to the risks related to labor relations, employee benefits and executive compensation in mergers and acquisitions and other corporate transactions which are the focus of each session.  These segments may be viewed separately or as part of the series.

This program presents an overview of the key tax considerations relating to executives in connection with mergers, acquisitions and similar corporate transactions.  The discussion will focus on structuring compensation to limit the effect of golden parachute taxes and structuring stock buy-outs to avoid adverse deferred compensation tax results under Section 409A of the Internal Revenue Code.

Educational Objectives:
• Hear about the emerged and emerging practices in the market regarding how to handle compensation issues that arise in mergers-and-acquisitions transactions
• Learn different approaches to identifying the risk of incurring, and minimizing exposure to, “golden parachute” taxes in a variety of different transactional contexts
• Understand how Section 409A tax risks for nonqualified deferred compensation can affect the design and implementation of change-in-control arrangements

Who would benefit most from attending this program?
HR personnel and executives; CFOs; ERISA counsel; in-house counsel; benefits consultants; payroll personnel; employment and employee benefits attorneys; compensation personnel; compensation committees; tax personnel; transaction attorneys.


Greta E. Cowart, Shareholder, Winstead PC (moderator)

Ms. Greta Cowart (effective in 2016) co-chairs the Bloomberg BNA Pension & Benefits Advisory Board.  Ms. Cowart is known for fixing complex employee benefit plan issues using the various voluntary compliance programs and correction mechanisms and has secured significant results in Internal Revenue Service employee plans team audits and in U.S. Department of Labor audits of employee benefits plans.  She has sat on merger integration teams for her clients and has significant experience in managing benefits and benefit issues in corporate transactions and restructuring.


Andrew C. Liazos, Partner, McDermott Will & Emery LLP

Mr. Andrew Liazos heads the Firm’s Executive Compensation Group and the Boston Employee Benefits Practice.  He regularly represents Fortune 500 companies, public companies, large closely held businesses and compensation committees on all aspects of executive compensation, ERISA fiduciary and compensation plan governance, employee benefits in business transactions, initial public offerings and bankruptcy, international compensation planning and related litigation matters.  Mr. Liazos also counsels executives in employment agreement and joint venture negotiations.

Andrew L. Oringer, Partner, Dechert LLP

Mr. Andrew Oringer is a partner and the co-chair of the Employee Benefits and Executive Compensation Group at Dechert LLP.  He is the Emerging Issues Coordinator of the Employee Benefits Committee of the American Bar Association’s Section of Taxation, a former co-chair of the Employee Benefits Committee of the Tax Section of the New York State Bar Association, and a member of the NYSBA’s Committee on Attorney Professionalism.  Mr. Oringer is on the Advisory Boards for the Bloomberg BNA Benefits Resource Practice Center and the Tax Management Compensation Planning Journal, is a Fellow of the American College of Employee Benefits Counsel and a Senior Fellow from Practice for the Regulatory Compliance Association, and is an adjunct professor at the Maurice A. Deane Law School at Hofstra University.  He has authored a chapter in a leading treatise on the taxation of nonqualified deferred compensation and has been named co-editor of a leading treatise on ERISA fiduciary law.  He is highly rated by a number of key ranking organizations, and is included in a widely disseminated list of the Top 100 lawyers in New York City across all practice areas.