Understand the general categories of executives to which section 280G applies, the impact of exceeding the statutory limits on parachute payments, and the methods available to reduce or eliminate exposure.
In today's corporate landscape, corporate mergers, acquisitions and combinations are becoming more and more common. Private equity funds are very active, buying and selling businesses on a regular basis. An executive or fund manager who is not armed with the correct information could find himself subject to substantial excise taxes, and companies could be denied tax deductions, if payments to executives in connection with a company sale transaction exceed certain amounts. This topic will provide executives and those managing corporate transactions the information necessary to determine when section 280G may be implicated. It will also help them to understand the general categories of executives to which section 280G applies, the impact of exceeding the statutory limits on parachute payments, and the methods available to reduce or eliminate exposure. In many cases, 280G exposure may be completely eliminated, but only if it is address pre-transaction. Failing to address 280G issues prior to a transaction can lead to unnecessary excise taxes and lost tax deductions, results which in many cases may be completely avoided. This information will provide you with an overview of 280G sufficient to be able to recognize potential issues and to know when to address them.
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Agenda
Overview of 280G
- 280G Generally
- Base Amount
- Threshold/Safe Harbor Amount
- Impact of Excess Parachute Payments
Disqualified Individuals
- Definition
- Determination Period
- Problem Areas
- Practical Considerations
Change in Control
- Requirement Generally
- Definition
- Examples
Parachute Payments
- Types of Parachute Payments
- Payments Related to Events That Are Closely Related to the Change in Control
- Presumptions and Rebuttal
Exemptions
- Small Business Corporation
- Tax Exempt Entities
- Shareholder Approval for Nonpublic Companies
Mitigation Techniques
- Base Amount Planning
- Reasonable Compensation (Before or After Change in Control)
Business Valuation
- Noncompete Agreements
- Nonsolicitation Agreements
- Nondisparagement Agreements
Other Considerations
- Equity Valuation-24(c) vs. All in
- Performance-Based vs. Time Based Equity
- Hidden Performance Conditions
- Other Provisions That Convert Time-Based Equity to All in Treatment
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Why Lorman?
Over 36 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Credits
OnDemand Course
This course was last revised on January 14, 2020.
Call 1-866-352-9540 for further credit information.
- AIPB 1.5
- This program is acceptable for 1.5 CPEC(s) towards the CB designation through the American Institute of Professional Bookkeepers (AIPB).
- AK CLE 1.5
- Alaska attorneys may receive 1.5 hours of continuing legal education for completing this program. Please contact the Alaska Bar Association or go to www.alaskabar.org for details regarding reciprocity with other states.
- AL CLE 1.6
- This course or a portion thereof has been approved by the Alabama State Mandatory Continuing Legal Education Commission for a maximum of 1.6 hours credit.
- Arizona CLE 1.5
- The Arizona State Bar does not pre-approve or pre-certify MCLE programs. However, records of this program and attendance will be maintained by Lorman Education Services for auditing purposes. This activity may qualify for up to 1.5 hours toward your annual CLE requirement for the State Bar of Arizona.
- CA MCLE 1.5
- Lorman Business Center, LLC. is a State Bar of California approved MCLE sponsor and this course qualifies for 1.5 CLE hours of participatory credit.
- CT CLE
- Neither the Connecticut Judicial Branch nor the Commission on Minimum Continuing Legal Education approve or accredit CLE providers or activities. This course has been approved for CLE credit in jurisdictions aside from CT and therefore it automatically meets the content and delivery requirements in Connecticut. Credit is based on a 60 minute credit hour and shall be awarded as follows: 0.0 CLE credit(s).
- GA CLE 1.5
- This program has been approved by the Georgia Commission on Continuing Lawyer Competency for 1.5 CLE hours.
- MO CLE 1.8
- This course qualifies for self-study CLE credit in Missouri.
- MS CLE 1.6
- This program has been approved by the Mississippi Commission on Continuing Legal Education for a maximum of 1.6 credit hours.
- NJ CLE 1.8
- This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 1.8 hours of total CLE credit.
- PA CLE 1.5
- This Distance Learning program has been approved by the Pennsylvania Continuing Legal Education Board for 1.5 hours of substantive law, practice and procedure CLE credit.
- RI CLE 1.5
- This program has been approved by the Rhode Island Mandatory Continuing Legal Education Commission for 1.5 hours of CLE credit.
- VT CLE 1.5
- This self-study program has been approved by the Mandatory Continuing Legal Education Board of Vermont for 1.5 hour(s) of CLE credit. Please note: Attorneys may only claim 12 credits per compliance period in this format. This course is considered "Non-Moderated Programming without Interactivity".
- WA CLE 1.5
- This program has been approved by the Washington State Board of Continuing Legal Education for 1.5 hours of A/V credit under the Law & Legal Procedure category.
- WV MCLE 1.8
- This program has been approved by the West Virginia State Bar MCLE Commission for 1.8 MCLE hours.
HR Certification Institute 1.5 including Business 1.5
- This E-Learning program has been approved for 1.5 ( Business for 1.50 hours ) recertification credit hours toward aPHR(TM), aPHRi(TM), PHR®, PHRca®, SPHR®, GPHR®, PHRi(TM) and SPHRi(TM)recertification through HR Certification Institute® (HRCI®). For more information about certification or recertification, please visit the HR Certification Institute website at www.hrci.org.
SHRM 1.5
- Lorman Education Services is recognized by SHRM to offer Professional Development Credits (PDCs) for the SHRM-CPSM or SHRM-SCPSM. This program is valid for 1.5 PDC(s) for the SHRM-CP or SHRM-SCP.
To earn each credit Lorman offers through the OnDemand learning platform, you need to watch 100% of the program. Also, for certain credits you will need to fulfill additional requirements which will be displayed on the "credits" tab when viewing the course.
- Those applying for AIA and HRCI must view 100% of the program and answer the questions following the program.
This program does NOT qualify, nor meet the National Standard for NASBA accreditation.
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Why Lorman?
Over 36 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
Faculty
Philip Antoon
Alvarez & Marsal
- Managing director in the New York office of Alvarez & Marsal
- Over 30 years of experience conducting valuations of overall and fractional interests of companies, as well as intangible assets and tangible assets (with in-depth focus on intangible assets)
- Practice emphasizes conducting valuations specifically for tax purposes
- In-depth experience valuing noncompetition agreements for 280G purposes
- Conducts regular webinars and presentations on valuations, and authors thought leadership articles on tax-valuation specific matters
- Can be contacted at 212-763-9830 or [email protected]
James Deets
Alvarez & Marsal
- Senior director in the Dallas office of Alvarez & Marsal
- Practice emphasizes all aspects of executive compensation, with an emphasis on executive compensation issues in the M&A context
- Conducts regular seminars and workshops on various topics relating to executive compensation, including 280G and the impact of tax reform on executive compensation, as well as executive compensation in the restructuring context
- State Bar of Texas; Dallas Bar Association; American Bar Association; named “Best Lawyer in Dallas” in the category of executive compensation tax by D Magazine in 2019
- J.D. degree, Baylor Law School; Phi Beta Kappa; B.S. degree, Baylor University
- Can be contacted at 214-438-1017 or [email protected]
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Why Lorman?
Over 36 years and 1.4 million customers worth of experience providing continuing education. Our passion is providing you world-class training to help you succeed in business and as a professional.
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