In the corporate transactions context, it is increasingly important to be familiar with the key tax considerations relating to mergers and acquisitions, and how to minimize tax risks in such transactions.
In the following presentation, Andrew Liazos, partner at McDermott Will & Emery, provides an overview of executive compensation tax issues to limit the effect of “golden parachute” taxes and avoid adverse deferred compensation tax results under Section 409A of the Internal Revenue Code.
The SEC recently adopted final rules regarding shareholder advisory votes on executive compensation, the frequency of say‑on‑pay votes and golden parachute arrangements. Public companies must provide shareholders with a say‑on‑pay vote and say‑on‑frequency vote at the first annual or other meeting of shareholders where directors are elected occurring on or after January 21, 2011. The say‑on‑parachutes vote and enhanced disclosure of golden parachute compensation will be required for initial filings by all public companies on or after April 25, 2011. While the final rules are similar to the proposed rules, understanding the differences will assist in preparing for the 2011 proxy season.
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