Final 409A Deferred Compensation Regulations
|
|
- Rebecca Nicholson
- 5 years ago
- Views:
Transcription
1 April 2007 Bulletin If you have questions or would like additional information on the material covered in this Bulletin, please contact one of the authors: Jeffrey G. Aromatorio Russell J. Boehner Dennis R. Bonessa Dodi Walker Gross Jeffrey L. London (Chicago) John D. Martini (Philadelphia) David N. Pardys (Philadelphia) Cher E. Wynkoop Mary Lou Zwick (Chicago) or the Reed Smith attorney with whom you regularly work. This bulletin is presented for informational purposes and is not intended to constitute legal advice. Reed Smith LLP All Rights Reserved. Reed Smith refers to Reed Smith LLP, a limited liability partnership formed in the state of Delaware. Final 409A Deferred Compensation Regulations Overview Section 409A was added to the Internal Revenue Code of 1986, as amended (the Code ), by the American Jobs Creation Act of Section 409A made significant changes to the tax rules governing nonqualified deferred compensation plans and is generally applicable to amounts deferred after Dec. 31, Shortly after Section 409A was enacted, the Internal Revenue Service issued Notice , which set forth initial guidance with respect to Section 409A. In October 2005, the IRS issued long-awaited proposed regulations under Section 409A. On April 10, 2007, the IRS finalized the proposed regulations. The final regulations do not substantially change the proposed regulations, but do provide some modifications and clarifications to the proposed regulations. As under the proposed regulations, key points of the final regulations are as follows: They adopt a broad definition of a nonqualified deferred compensation plan to include any plan, agreement or arrangement between an employee (or other service provider) and an employer (or other service recipient) in which there is a legally binding right to compensation that, under the terms of the plan, is or may be payable in a later taxable year; and They affect not only traditional deferred compensation programs, but also other compensation arrangements that have the effect of deferring compensation into a future taxable year. Essentially, if the requirements of Section 409A are not met with respect to a particular deferred compensation arrangement, the amounts deferred will be subject to both ordinary income tax and a 20 percent excise tax when the deferred amounts are no longer subject to a substantial risk of forfeiture. This memorandum provides an overview of the key provisions of Section 409A and the final regulations as they relate, in particular, to equity and severance arrangements, the transition rules and applicable effective dates. Equity Arrangements Stock option and stock appreciation rights programs are generally exempt from Section 409A if: The exercise price of the option or the base price for the stock appreciation right equals or exceeds the fair market value of the underlying stock on the date of grant; The equity program has no other feature that permits the deferral of compensation; and The equity program is limited to common stock. Fundamentally, therefore, as long as a service recipient grants stock options/stock appreciation rights at or above fair market value, NEW YORK LONDON CHICAGO PARIS LOS ANGELES WASHINGTON, D.C. SAN FRANCISCO PHILADELPHIA PITTSBURGH OAKLAND MUNICH ABU DHABI PRINCETON N. VIRGINIA WILMINGTON BIRMINGHAM DUBAI CENTURY CITY RICHMOND GREECE r e e d s m i t h. c o m
2 Section 409A will not apply. The proposed regulations provided fairly detailed guidance for purposes of valuing stock in connection with determining what is fair market value. The final regulations generally adopt the provisions of the proposed regulations, with some clarifying modifications. Concerning public companies, fair market value may be: Based on the last sale before or the first sale after the grant; The closing price on the trading day before or the trading day of the grant; or Any other reasonable basis using actual transactions in the company s stock as reported in such market. This may include, for example, the use of an average selling price that is within 30 days before or after the applicable valuation date. Thus, with respect to public companies, the guidance is fairly consistent with how most public companies determine fair market value and should not result in any major issues regarding equity grants. On the other hand, setting fair market value for private companies is more challenging. According to the regulations, fair market value must be determined by a reasonable application of a reasonable valuation method. The factors to be considered in determining fair market value under the final regulations are generally consistent with the proposed regulations and include: The value of tangible and intangible assets; The present value of future cash flows of the company; The market value of stock or equity interests in similar corporations; and Other relevant factors such as control premiums or lack of marketability. The final regulations also modify the proposed regulations by including among these factors the consideration of any recent equity sales made by the corporation in arm s-length transactions. In addition, the final regulations clarify that a service recipient may use one valuation method to establish an exercise price and an alternative valuation to establish a buyback amount (e.g., in the context of an option where the option shares are subject to a buyback) or a payment amount (i.e., for stock appreciation rights). The regulations provide certain safe harbors that will be presumed reasonable: A valuation determined by an independent appraisal and which is of a date no more than 12 months before the grant of the stock option or stock appreciation right, will be presumed reasonable unless subsequent events have occurred that have had a material effect on the stock value. A valuation method based upon a buyback formula will be presumed reasonable if the formula is consistently applied to both compensatory and noncompensatory transactions with the issuer or a person owning more than 10 percent of the stock of the issuer. In a change from the proposed regulations, such a formula is not required to be used in transactions with other persons or arm slength transactions constituting the sale of all or substantially all of the stock of an issuer. For purposes of private companies that have conducted business for less than 10 years, a valuation will be considered reasonable if: It is made in good faith; It is evidenced by a written report; It takes into account the factors set forth above in determining fair market value; - 2 -
3 It is made with respect to stock not subject to any put or call right other than a right of first refusal. and certain repurchase rights that arise in connection with a termination of employment; and It is performed by a person with knowledge and experience in performing valuations. The final regulations provide that the standard for determining whether an individual possesses the requisite knowledge and experience to conduct an evaluation is whether a reasonable person, with knowledge of such individual s experience and training, would reasonably rely on the individual s advice. The final regulations also specify that for this purpose, significant experience means at least five years of relevant experience in certain specified fields (e.g., business valuation, appraisal, financial accounting) or other comparable experience within the line of business in which the service recipient operates. Section 409A and the regulations also require that the options and stock rights be granted in service recipient stock in order to be exempt from the requirements of 409A. The final regulations modify and expand the classes of stock and the issuing entities that qualify as service recipients under these rules. Under the final regulations, any class of common stock without preferential dividend rights can qualify as service recipient stock. Service recipient stock can be the common stock of the direct employer of the service provider or any stock within the parent-subsidiary chain. While options and stock appreciation rights that are granted at fair market value are generally excluded from Section 409A, the regulations provide certain rules under which a modification to or extension of such an award would cause it to be subject to 409A. Key points to consider: A modification or an extension of the exercise period of an award essentially results in the grant of a new award. If the option or stock appreciation right is in the money at the time of the modification or extension, then the new award will be considered granted at a discount and therefore is no longer exempt from 409A. The final regulations generally retain the provisions from the proposed regulations, but have enhanced an exception to the general rules that applies when an exercise period is extended in connection with a separation from service. If an option exercise period is extended following a separation from service, the extension will not be considered to result in a new grant so long as the exercise period is not extended beyond the earlier of the original maximum term of the option, or 10 years from the date of original grant of the option. In addition, the extension of an exercise period at a time when the stock is underwater does not constitute an additional deferral feature (i.e., will not, in and of itself, cause the option to become subject to Section 409A). Separation Pay Arrangements Section 409A generally applies to separation pay arrangements. The regulations provide certain exceptions to the general rule, including a provision that separation pay will not be subject to 409A, and therefore will not be subject to the six-month payment delay for certain key employees of publicly traded corporations, if it is paid upon an involuntary termination and is not greater than the lesser of: Twice the participant s compensation; or A maximum amount established by the Internal Revenue Service (two times the Code Section 401(a)(17) limitation currently $225,000) and is paid no later than Dec. 31 of the second calendar year following the year of separation. The final regulations clarify that even if this limit is exceeded, the amount up to the limit will be exempt from Section 409A. In addition, the final regulations clarify that certain good reason terminations may be treated as involuntary separations. Generally speaking, the good-reason termination requires actions by the service recipient which result in a material negative change in the employment relationship. The final regulations also provide a safe - 3 -
4 harbor under which a good-reason termination will be deemed to constitute an involuntary separation for purposes of Section 409A. Among the conditions for satisfying the safe harbor are: The service provider separates from service within a limited period of time following the initial existence of the good-reason event (note: the preamble to the regulations states that a limited period of time is one year, while the regulations themselves reference two years; presumably clarification will be forthcoming); The amount, time and form of payment upon a good- reason termination must be identical to that provided in the event of an involuntary termination. To satisfy the safe harbor provisions, the regulations also require that the service provider provide notice (within 90 days) of the initial existence of the good-reason condition, and the service recipient have a period of at least 30 days to remedy the condition. The regulations also specify various conditions that will constitute good reason for purposes of the safe harbor (e.g. material diminution in the service provider s authority, duties or responsibilities). The regulations further provide that whether a separation from service is voluntary or involuntary is determined based on all the facts and circumstances, and provide that any characterization of the separation from service as voluntary or involuntary by the service provider and the service recipient in the documentation related to the separation is rebuttably presumed to be a proper characterization. Timing/Transition Issues The final regulations are generally applicable for tax years beginning on or after Jan. 1, 2008, although taxpayers may rely on them for tax years beginning prior to that date. Existing plans which do not otherwise comply with the requirements of Section 409A must be amended by Dec. 31, 2007 to conform to Section 409A, and must be operated in good faith compliance with Section 409A prior to such time. For periods prior to Jan. 1, 2008, taxpayers may generally continue to rely on the transition rules as in effect prior to the issuance of the final regulations. However, the preamble to the final regulations provides some additional transition guidance with initial deferral elections, stock rights and service providers in pay status: Deferral elections made before Jan. 1, 2008 that are consistent with the proposed regulations or other applicable transition guidance will be deemed to comply with Section 409A, even if the deferral extends beyond Dec. 31, Taxpayers may rely on the provisions of the proposed or final regulations with respect to the determination of fair market value for stock rights issued prior to Jan. 1, In regard to rights issued before Jan. 1, 2008, taxpayers may continue to rely on a good faith interpretation of the proposed guidance for determining whether the underlying stock qualifies as service recipient stock. However, stock rights issued on or after April 10, 2007 will not be treated as service recipient stock after Dec. 31, 2007, unless such stock satisfies the requirements of the final regulations. If payments have started prior to Jan. 1, 2008, based upon a reasonable good faith interpretation of the statute and guidance issued prior to the final regulations, the plan may continue to make such payments consistent with the plan terms at the time payments commenced, or it may stop the payments and amend the plan to comply with the final regulations on or before Dec. 31, If payments have not commenced by Jan. 1, 2008, but all events necessary to receive the payment have occurred by that date, the plan may make the payments in accordance with the application of the plan terms on Dec. 31, 2007, or it may amend the plan to conform to the final regulations in accordance with the transition rules. Finally, with respect to plan terms, the regulations require that plans be in writing and contain specific provisions complying with certain identified requirements, such as to the extent applicable, permissible payment provisions, deferral election provisions, and suspension provisions, and also include any terms that establish - 4 -
5 compliance with any exemptions or exceptions being relied upon under the plan. Further, regarding plan terms, the regulations specify that savings clauses (for example, general statements of intent to comply) will not be sufficient to overcome clearly non-compliant terms or supply required provisions that are missing. Accordingly, such clauses will not allow one to circumvent a clear statutory failure. * * * * * * Reed Smith is a top-15 global relationship law firm with more than 1,500 lawyers in 21 offices throughout the United States, the United Kingdom, Europe and the Middle East. Founded in 1877, the firm represents leading international businesses from Fortune 100 corporations to mid-market and emerging enterprises. Its attorneys provide litigation services in multi-jurisdictional matters and other high stake disputes, deliver regulatory counsel, and execute the full range of strategic domestic and cross-border transactions. Reed Smith is a preeminent advisor to industries including financial services, life sciences, health care, advertising and media, shipping, international trade and commodities, real estate, manufacturing and education. For more information, visit reedsmith.com
Rules Governing the Acquisition of Securities by Money Market Funds
January 2007 Rules Governing the Acquisition of Securities by Money Market Funds Diversification If you have questions or would like additional information on the material covered in this text, please
More informationLEGAL ALERT. April 13, 2007
LEGAL ALERT April 13, 2007 IRS Issues Final Section 409A Regulations On April 10, 2007, the Treasury Department and the Internal Revenue Service (the IRS) released the final regulations interpreting section
More informationFinal Regulations Adopt Most Proposed Regulations
Number 591 April 16, 2007 Client Alert Latham & Watkins Tax Department Final Regulations under Section 409A Important Issues for Stock Options and Other Stock Rights In general, the final regulations under
More informationJanuary 2005 Bulletin Labor Department Issues Guidance on Fiduciary Responsibilities of Directed Trustees
January 2005 Bulletin 05-01 Labor Department Issues Guidance on Fiduciary Responsibilities of Directed Trustees If you have questions or would like additional information on the material covered in this
More informationAugust 2008 Alert The Illinois Conversion to Market-Sourcing for Income Apportionment Begins to Take Shape
August 2008 Alert 08-133 The Illinois Conversion to Market-Sourcing for Income Apportionment Begins to Take Shape If you have questions or would like additional information on the material covered in this
More informationIn October 2004, the American Jobs Creation Act
Long-Awaited Final Regulations Under Code Sec. 409A Are Issued As Transition Relief Nears an End * By David G. Johnson and Elizabeth Buchbinder ** Dave Johnson and Elizabeth Buchbinder discuss the new
More informationIRS Finalizes Regulations Under Section 409A, Finally
April 18, 2007 IRS Finalizes Regulations Under Section 409A, Finally On April 10 th, the IRS issued long-awaited final regulations under Code section 409A. The regulations primarily finalize rules contained
More information1. There have been significant expansions to the definition of service recipient stock
TOP 10 THINGS TO KNOW ABOUT THE FINAL SECTION 409A REGULATIONS 1. There have been significant expansions to the definition of service recipient stock Rule: The definition of service recipient stock has
More informationCOMMENTARY JONES DAY. Section 409A operates in three steps. First, it identifies compensation it considers nonqualified deferred
February 2006 JONES DAY COMMENTARY Employee Benefits & Executive Compensation Section 409A s Impact on Private Companies Section 409A was added to the Internal Revenue Code in October 2004 to provide strict
More informationCode Section 409A: Revisiting the Basics
409A Basics A Webinar Series Code Section 409A: Revisiting the Basics Presenters: Althea R. Day Daniel L. Hogans Leslie E. DuPuy www.morganlewis.com March 29, 2012 Section 409A Background The American
More informationGetting Up to Speed on the Final Regulations for Deferred Compensation
Where published May-June 2007 THE TAX EXECUTIVE Getting Up to Speed on the Final Regulations for Deferred Compensation By: Norman J. Misher and David E. Kahen S ection 409A of the Internal Revenue Code
More informationLegal Update: IRS Rationalizes Repo Diversification Test. Investment Management Group. Jay S. Neuman
Update 2004-14 May 2004 Legal Update: If you have questions or would like additional information on the material presented herein, please contact: Jay S. Neuman 412.288.7496 jneuman@reedsmith.com or Frederick
More informationIRS Transition Guidance on Deferred Compensation Legislation
December 30, 2004 IRS Transition Guidance on Deferred Compensation Legislation The IRS recently issued eagerly-awaited preliminary guidance on the rules for nonqualified deferred compensation plans recently
More informationAnatomy of a Deferred Compensation Plan
Executive Compensation Basics A Webinar Series Anatomy of a Deferred Compensation Plan Webinar 3 of 4 June 17, 2014 www.morganlewis.com Presenters: Daniel Hogans Randy McGeorge Leslie DuPuy Morgan, Lewis
More informationCase Brie. efing. Supr. Deccember 20
Commercial Disputes EME E Case Brie efing The De ecision of o the S reme Supr e Court in Tiiuta v. De D Villierrs Deccember 20 017 Executive Summary The Supreme Court has overturned the decision of the
More informationSEC Lifts Ban on General Solicitation by Private Funds
Alert Corporate & Securities If you have questions or would like additional information on the material covered in this Alert, please contact one of the authors: Thao H. Ngo Partner, San Francisco +1 415
More informationIRS ISSUES PROPOSED REGULATIONS UNDER CODE SECTION 409A COVERING NEW DEFERRED COMPENSATION RULES
IRS ISSUES PROPOSED REGULATIONS UNDER CODE SECTION 409A COVERING NEW DEFERRED COMPENSATION RULES October 17, 2005 TABLE OF CONTENTS A. EFFECTIVE DATE; TRANSITION RULES...1 1. Effective Date of Regulations;
More informationAnatomy of an Equity Compensation Plan
Executive Compensation Basics A Webinar Series Anatomy of an Equity Compensation Plan Webinar 2 of 4 May 21, 2014 www.morganlewis.com Presenters: David Zelikoff Erin Randolph-Williams Patrick Rehfield
More informationEMERGENCY BUDGET NEWSFLASH
Tax If you have questions or would like additional information on the material covered in this Alert, please contact the Reed Smith lawyer with whom you regularly work, or: Fionnuala Lynch +44 (0)20 3116
More informationFebruary 2004 Bulletin Using Categorical Standards to Determine Director Independence Under New NYSE and NASDAQ Rules
February 2004 Bulletin 04-06 Using Categorical Standards to Determine Director Independence Under New NYSE and NASDAQ Rules If you have questions or would like additional information on the material covered
More informationWorth the Wait? The Final Section 409A Regulations
T O O U R F R I E N D S A N D C L I E N T S M e m o r a n d u m May 2, 2007 www.friedfrank.com Worth the Wait? The Final Section 409A Regulations The Treasury Department has issued final regulations under
More informationIRS Issues Long-Awaited Proposed Regulations under Section 409A of the Internal Revenue Code
IRS Issues Long-Awaited Proposed Regulations under Section 409A of the Internal Revenue Code NOVEMBER 11, 2005 Background Code Section 409A On September 29, 2005, the Internal Revenue Service ( IRS ) and
More informationNew IRS Guidance On Deferred Compensation
October 2005 New IRS Guidance On Deferred Compensation The IRS has issued long-awaited Proposed Regulations under new Internal Revenue Code Section 409A, relating to non-qualified deferred compensation.
More informationSAN IPSE CAPITAL OF SILICON VALLEY
CITY OF je: ^2 SAN IPSE CAPITAL OF SILICON VALLEY TO: HONORABLE MAYOR AND CITY COUNCIL COUNCIL AGENDA: 5/02/2017 ITEM: 3.3 Memorandum FROM: Jennifer Schembri SUBJECT: SEE BELOW DATE: April 24, 2017 Approved
More informationAugust 2007 Bulletin New Jersey Tax Court: No Reasonable Cause for IHC to Not File Returns
August 2007 Bulletin 07-073 New Jersey Tax Court: No Reasonable Cause for IHC to Not File Returns If you have questions or would like additional information on the material covered in this Bulletin, please
More informationInternational Issues 409A/457A
409A Basics A Webinar Series International Issues 409A/457A Presenters: Daniel L. Hogans Zaitun Poonja Heather C. Brookfield www.morganlewis.com June 6, 2012 International Application of Section 409A US
More informationDeferred Compensation for Dummies: The Section 409A Compliance Clock is Ticking
Deferred Compensation for Dummies: The Section 409A Compliance Clock is Ticking OCTOBER 17, 2008 PUBLICATIONS Most of us involved in the practice of law are familiar with the benefits of tax deferral.
More informationLegal Updates & News. IRS Issues Final Section 409A Regulations May 2007 by Timothy G. Verrall, Paul Borden, Patrick McCabe.
Legal Updates & News Legal Updates IRS Issues Final Section 409A Regulations May 2007 by Timothy G. Verrall, Paul Borden, Patrick McCabe Related Practices: Tax On April 10, after keeping the executive
More informationClient Alert. IRS Releases Final FATCA Regulations. Summary. Background
Number 1460 January 29, 2013 Client Alert Latham & Watkins Tax Department IRS Releases Final FATCA Regulations Summary The Regulations represent a significant step towards FATCA implementation, yet considerable
More informationThe fiducie-sûreté: the most effective French security interest?
The fiducie-sûreté: the most effective French security interest? Anker Sorensen 1 Partner, Paris +33 (0)1 44 34 80 88 asorensen@reedsmith.com Brice Mathieu Counsel, Paris +33 (0)1 76 70 40 51 bmathieu@reedsmith.com
More informationU.S. Tax Advisory. Final section 409A regulations What you need to know and do now
U.S. Tax Advisory. Final section 409A regulations What you need to know and do now On April 10, 2007, the U.S. Treasury Department and Internal Revenue Service issued final regulations under section 409A
More informationClient Alert. IRS Issues Final Regulations on Noncompensatory Partnership Options
Number 1471 February 19, 2013 Client Alert Latham & Watkins Tax Department IRS Issues Final Regulations on Noncompensatory Partnership Options On February 4, 2013, the Internal Revenue Service (IRS) released
More informationPart I. Rulings and Decisions Under the Internal Revenue Code of 1986
This document is referenced in an endnote at the Bradford Tax Institute. CLICK HERE to go to the home page. Part I. Rulings and Decisions Under the Internal Revenue Code of 1986 Section 42. Low-Income
More information2016 PLAN SPONSOR BASICS 401(k) ISSUES. Presenters: Lisa Barton and Elizabeth Kennedy November 9, 2016
2016 PLAN SPONSOR BASICS 401(k) ISSUES Presenters: Lisa Barton and Elizabeth Kennedy November 9, 2016 2016 Morgan, Lewis & Bockius LLP SECTION 01 WHAT WE WILL COVER Agenda Description of Correction Principles
More informationGlobal Benefits & Compensation
Global Benefits & Compensation July 2007 ALBANY AMSTERDAM ATLANTA BOCA RATON BOSTON CHICAGO DALLAS DELAWARE DENVER FORT LAUDERDALE HOUSTON LAS VEGAS LOS ANGELES MIAMI NEW JERSEY NEW YORK ORANGE COUNTY
More informationLegal Update: Breaking News: Advisers Can Answer Their Mail! Investment Management Group. SEC Staff Issues Guidance on Advertising Rule
Investment Management Group Legal Update: If you have questions or would like additional information on the material presented herein, please contact: George F. Magera 412.288.7268 gmagera@reedsmith.com
More informationLegal Update: SEC Adopts New Rules re: Fund Shareholder Reports & Quarterly Portfolio Disclosure. Investment Management Group
Investment Management Group Legal Update: If you have questions or would like additional information on the material presented herein, please contact: Jay S. Neuman 412.288.7496 jneuman@reedsmith.com or
More informationU.S. Chamber of Commerce
U.S. Chamber of Commerce www.uschamber.com 1615 H Street, NW Washington, DC 20062 January 3, 2006 Courier s Desk Internal Revenue Service 1111 Constitution Avenue, N.W. Washington, DC 20224 ATTN: C:PA:LPD:PR
More informationFinal Rule / 2008 Medicare Physician Fee Schedule
MEMORANDUM From: Thomas W. Greeson Direct Phone: 703.641.4242 Email: tgreeson@reedsmith.com From: Heather M. Zimmerman Direct Phone: 703.641.4352 Email: hzimmerman@reedsmith.com Reed Smith LLP 3110 Fairview
More informationFinal Golden Parachute Regulations Issued
T O O U R F R I E N D S A N D C L I E N T S August 8, 2003 Final Golden Parachute Regulations Issued The Internal Revenue Service has issued final regulations under Section 280G of the Internal Revenue
More informationAccessing London Capital Markets
Corporate Accessing London Capital Markets Matthew Gorman Hotel Mulia Senayan, Jakarta 5 October 2016 Reed Smith Overview Leading international, full service global law firm with sector expertise More
More informationPublic companies will need to identify specified employees in advance in order to comply with document requirements.
Final Deferred Compensation Regulations On April 10, 2007, the IRS issued its long-anticipated Final Regulations governing deferred compensation plans under Code Section 409A ( 409A ). The Final Regulations
More informationLEXIS FEDERAL TAX JOURNAL QUARTERLY
LEXIS FEDERAL TAX JOURNAL QUARTERLY September 2016 IN THIS ISSUE: Featured Articles Elaine Gagliardi on Consistent Basis Reporting: Are Proposed Regulations Consistent with Congress s Basis for Enactment?
More informationNONQUALIFIED DEFERRED COMPENSATION: THE EFFECT OF THE NEW RULES NOW AND IN THE FUTURE
NONQUALIFIED DEFERRED COMPENSATION: THE EFFECT OF THE NEW RULES NOW AND IN THE FUTURE By Deloitte Tax LLP This special report was authored by Deborah Walker, partner (former deputy to the benefits tax
More informationAdvanced Markets Because You Asked
Advanced Markets Because You Asked June 2007 Answers to Questions Frequently Asked of the Advanced Markets Group The Impact of Section 409A on Nonqualified Deferred Compensation Plans Advanced Markets
More informationClient Alert. SEC Staff Provides New Guidance Regarding the Rule 15a-6 Registration Exemption for Foreign Broker-Dealers.
Number 1495 April 8, 2013 Client Alert Latham & Watkins Corporate Department SEC Staff Provides New Guidance Regarding the Rule 15a-6 Registration Exemption for Foreign Broker-Dealers The FAQs provide
More informationNew IRS Notice Provides Employers with Ability to Correct Defects in Nonqualified Plan Documents
New IRS Notice Provides Employers with Ability to Correct Defects in Nonqualified Plan Documents January 28, 2010 Boston Brussels Chicago Düsseldorf Houston London Los Angeles Miami Milan Munich New York
More information2012 TAXATION OF CARRIED INTERESTS CURRENT LEGISLATIVE PROPOSALS
2012 TAXATION OF CARRIED INTERESTS CURRENT LEGISLATIVE PROPOSALS David A. Sussman 2014 2014 Duane Morris LLP. All Rights Reserved. Duane Morris is a registered service mark of Duane Morris LLP. Duane Morris
More informationPLAN SPONSOR BASICS: RETIREMENT PLAN. Presenters: Lisa H. Barton and Mark J. Simons September 22, 2015
PLAN SPONSOR BASICS: RETIREMENT PLAN CORRECTION ISSUES Presenters: Lisa H. Barton and Mark J. Simons September 22, 2015 WHAT WE WILL COVER Available Correction Programs The IRS Employee Plans Compliance
More informationBusiness Across Borders
Business Across Borders Troubled waters: the risks of international commercial disputes A series of articles written by The Economist Intelligence Unit Business across borders Troubled waters: the risks
More informationClient Alert: AB 32 and Cap and Trade Design Basics
Client Alert Energy & Natural Resources If you have questions or would like additional information on the material covered in this Alert, please contact one of the authors: Jennifer A. Smokelin Counsel,
More information401(k) Plan Issues Presenters: April 16, 2013
webcast Plan Sponsor Basics Webinar 2 of 6 401(k) Plan Issues April 16, 2013 Presenters: Althea R. Day Brian J. Dougherty Marianne Grey www.morganlewis.com Agenda Automatic enrollment Expanded Roth conversions
More informationRecent Developments Affecting Qualified and Nonqualified Deferred Compensation, Part I: New Proposed Regulations
PRACTICE POINT Recent Developments Affecting Qualified and Nonqualified Deferred Compensation, Part I: New Proposed Regulations By David Pratt, Professor of Law, Albany Law School, Albany, NY There have
More information409A PROPOSED REGULATIONS: MORE GUIDANCE AND LIMITED TRANSITION RELIEF
OCTOBER 18, 2005 VOLUME 1, NUMBER 11 409A PROPOSED REGULATIONS: MORE GUIDANCE AND LIMITED TRANSITION RELIEF The proposed regulations generally extend the plan amendment deadline to December 31, 2006, and
More informationCompensation of Founders and Key Employees of Emerging Companies After The Enactment of Section 409A * Kenneth R. Hoffman Venable LLP Washington, D.C.
Compensation of Founders and Key Employees of Emerging Companies After The Enactment of Section 409A * Kenneth R. Hoffman Venable LLP Washington, D.C. October 21, 2005 The American Jobs Creation Act of
More informationTreasury Issues Final and Temporary Regulations on Related-Party Debt Instruments
Latham & Watkins Tax Practice October 26, 2016 Number 2023 Treasury Issues Final and Temporary Regulations on Related-Party Debt Instruments Seeking to curb excessive use of related-party debt, Treasury
More informationIRS Releases Initial Guidance on the 2017 Amendments to the Internal Revenue Code s Limitation on Deduction for Certain Executive Compensation
IRS Releases Initial Guidance on the 2017 Amendments to the Internal Revenue Code s Limitation on Deduction for Certain Executive Compensation Notice 2018-68 Provides Guidance on the Application of the
More informationREQUIREMENTS AND HIGHLIGHTS OF THE VOLCKER RULE AND ITS REGULATIONS
REQUIREMENTS AND HIGHLIGHTS OF THE VOLCKER RULE AND ITS REGULATIONS July 1, 2015 Charles Horn, Partner Steve Stone, Partner Melissa Hall, Of Counsel Monique Botkin, Investment Adviser Association (Moderator)
More informationProposed Tax Extenders Legislation Would Limit Opco/Propco Spinoffs, Modify FIRPTA and Affect Treatment of REITs
Proposed Tax Extenders Legislation Would Limit Opco/Propco Spinoffs, Modify FIRPTA and Affect Proposed Legislation Would Limit Opco/Propco Spinoffs and Make Changes to Treatment of Some Foreign Investment
More informationNAVIGATING US TAX REFORM:
NAVIGATING US TAX REFORM: WHAT BUSINESSES NEED TO KNOW Inbound Investment: Non-U.S. Taxpayers Investing Into the U.S. Market January 23, 2018 Presenters: Richard LaFalce, Partner Daniel Nelson, Partner
More informationIRS Issues Proposed Regulations on Qualified Opportunity Funds
IRS Issues Proposed Regulations on Qualified Opportunity Funds Proposed Regulations Would Clarify a Number of Threshold Issues But Also Leave Many Other Issues to be Resolved by Future Guidance SUMMARY
More informationM&A ACADEMY EXECUTIVE COMPENSATION AND EMPLOYEE BENEFIT PLAN ISSUES IN M&A TRANSACTIONS. Presenters: Colby Smith and David Zelikoff February 14, 2017
M&A ACADEMY EXECUTIVE COMPENSATION AND EMPLOYEE BENEFIT PLAN ISSUES IN M&A TRANSACTIONS Presenters: Colby Smith and David Zelikoff February 14, 2017 2017 Morgan, Lewis & Bockius LLP General Introduction
More informationINVESTMENT FUNDS ALERT
October 15, 2004 INVESTMENT FUNDS ALERT NEW LEGISLATION RELATING TO NONQUALIFIED DEFERRED COMPENSATION PLANS Congress has passed, and President Bush is expected to sign into law, the American Jobs Creation
More informationExecutive Compensation: Tax and Other Considerations for Restricted Stock Awards
Presenting a live 90-minute webinar with interactive Q&A Executive Compensation: Tax and Other Considerations for Restricted Stock Awards Strategies for Navigating Substantial Risk of Forfeiture Analysis,
More informationRecent Developments for Sections 409A and 457: Proposed Regulations and Chief Counsel Memorandum
CLIENT MEMORANDUM Recent Developments for Sections 409A and 457: Proposed Regulations and Chief Counsel Memorandum September 6, 2017 Earlier this summer, the Office of the Chief Counsel of the Internal
More informationIRS ISSUES INITIAL SELECTIVE GUIDANCE ON NEW SECTION 162(M) PROVISIONS, INCLUDING TRANSITION RULES
August 30, 2018 IRS ISSUES INITIAL SELECTIVE GUIDANCE ON NEW SECTION 162(M) PROVISIONS, INCLUDING TRANSITION RULES To Our Clients and Friends: On August 21, 2018, the IRS released Notice 2018-68, which
More informationINITIAL GUIDANCE ON NEW DEFERRED COMPENSATION RULES
CLIENT MEMORANDUM INITIAL GUIDANCE ON NEW DEFERRED COMPENSATION RULES The Treasury has issued initial guidance under Section 409A of the Internal Revenue Code. Section 409A, added to the Code as part of
More informationAMERICAN JOBS CREATION ACT OF 2004
AMERICAN JOBS CREATION ACT OF 2004 OCTOBER 26, 2004 TABLE OF CONTENTS Page REPEAL OF EXCLUSION FOR EXTRATERRITORIAL INCOME AND DEDUCTIONS FOR DOMESTIC PRODUCTION ACTIVITIES... 1 TAX SHELTERS... 2 Information
More informationBackground and Framework of Compensatory LLC Interests (PowerPoint)
College of William & Mary Law School William & Mary Law School Scholarship Repository William & Mary Annual Tax Conference Conferences, Events, and Lectures 2016 Background and Framework of Compensatory
More informationSECTION 409A: A NIGHTMARE OF COMPLEXITY
JULY 25, 2007 VOLUME 3, NUMBER 6 SECTION 409A: A NIGHTMARE OF COMPLEXITY In this newsletter, we will first provide a relatively brief, high level outline of the Section 409A rules, after which we will
More informationPROPOSED IRS REGULATIONS TARGET MANAGEMENT FEE WAIVERS AND OTHER PARTNERSHIP INTERESTS RECEIVED FOR SERVICES
July 28, 2015 PROPOSED IRS REGULATIONS TARGET MANAGEMENT FEE WAIVERS AND OTHER PARTNERSHIP INTERESTS RECEIVED FOR SERVICES To Our Clients and Friends: On July 22, 2015, the United States Treasury Department
More informationNewly Issued 457(f) Proposed Regulations Clarify Rules for Nonqualified Deferred Compensation Provided by Non-Profit and Governmental Entities
Newly Issued 457(f) Proposed Regulations Clarify Rules for Nonqualified Deferred Compensation Provided by Non-Profit and Governmental Entities J. MARC FOSSE The long-awaited Internal Revenue Service (
More informationDeferred Compensation Legislation Urgent Need for Guidance
William F. Sweetnam Benefits Tax Counsel Department of the Treasury 1500 Pennsylvania Avenue, NW Room 3050 Washington, DC 20220 Re: Deferred Compensation Legislation Urgent Need for Guidance Dear Bill:
More informationDOL Releases Final Disclosure Regulations for Participant-Directed Individual Account Plans. October 26, 2010
DOL Releases Final Disclosure Regulations for Participant-Directed Individual Account Plans October 26, 2010 On October 14, the Department of Labor (DOL) released final regulations that will impose new
More informationPREPARING FOR A CHANGE IN CONTROL
GLOBAL PUBLIC COMPANY ACADEMY PREPARING FOR A CHANGE IN CONTROL PLANS AND AGREEMENTS AFFECTED BY A CHANGE IN CONTROL Justin Chairman Jeanie Cogill Amy Pocino Kelly April 4, 2018 2018 Morgan, Lewis & Bockius
More informationSummary SIDLEY UPDATE
DECEMBER 18, 2015 SIDLEY UPDATE Congress Passes REIT and FIRPTA Reforms: REIT Spinoffs Restricted, But Generally Beneficial for Existing REITs and Foreign Investors in U.S. Real Estate Markets On December
More informationHouse and Senate Pass NOL Carryback Legislation
House and Senate Pass NOL Carryback Legislation Revenue Provisions of the Worker, Homeownership, and Business Assistance Act of 2009 Include Five-Year Carryback of Net Operating Losses, an Extension and
More informationClient Alert. Recent Changes to CONSOB Rules on Cash Tender Offers and Exchange Offers for Debt Securities Extended into Italy
Number 1230 6 September 2011 Client Alert Latham & Watkins Corporate Department Recent Changes to CONSOB Rules on Cash Tender Offers and Exchange Offers for Debt Securities Extended into Italy Recent changes
More informationGlobal Employer Rewards. Nonqualified Deferred Compensation: The Effect of Section 409A Now and in the Future
Global Employer Rewards Nonqualified Deferred Compensation: The Effect of Section 409A Now and in the Future 1 Contents Introduction...1 Section 409A: Overview...2 Nonqualified Deferred Compensation Plans:
More informationExecutive Compensation, Employee Benefits and ERISA Alert
Executive Compensation, Employee Benefits and ERISA Alert July 5, 2016 If you read one thing... The Internal Revenue Service (IRS) has issued proposed regulations on the application of Code Section 409A
More informationAMERICAN LAW INSTITUTE-AMERICAN BAR ASSOCIATION LIMITED LIABILITY ENTITIES. Presentation on: March 16, 2006
AMERICAN LAW INSTITUTE-AMERICAN BAR ASSOCIATION LIMITED LIABILITY ENTITIES Presentation on: March 16, 2006 NON-QUALIFIED DEFERRED COMPENSATION SECTION 409A AND PARTNERSHIPS John R. Maxfield Holland & Hart
More informationPRIVACY AND CYBERSECURITY ISSUES IN M&A TRANSACTIONS
PRIVACY AND CYBERSECURITY ISSUES IN M&A TRANSACTIONS Don Shelkey and Ezra Church May 22, 2018 2018 Morgan, Lewis & Bockius LLP Overview Introduction Why should I care? Five Key Legal Requirements Sector-Specific
More informationSEC PROPOSED STANDARDS OF CONDUCT. FOR RETAIL ADVICE Chris Cox Jennifer Klass Steven Stone Brian Baltz May 9, Morgan, Lewis & Bockius LLP
SEC PROPOSED STANDARDS OF CONDUCT FOR RETAIL ADVICE Chris Cox Jennifer Klass Steven Stone Brian Baltz May 9, 2018 2018 Morgan, Lewis & Bockius LLP Overview Background Overview of the Proposals Regulation
More informationLEGAL ALERT. September 14, IRS Provides Limited Relief and Additional Guidance Under Code Section 409A
LEGAL ALERT September 14, 2007 IRS Provides Limited Relief and Additional Guidance Under Code Section 409A On September 10, 2007, Treasury and the IRS released Notice 2007-78 (the Notice ), providing limited
More informationHIRE ACT S EFFECTS ON INVESTMENT FUNDS
CLIENT MEMORANDUM HIRE ACT S EFFECTS ON INVESTMENT FUNDS On March 18, 2010, the President signed the Hiring Incentives to Restore Employment Act ( HIRE Act or the Act ). The Act includes provisions that
More informationCompensating Owners and Key Employees of Partnerships and LLC's
College of William & Mary Law School William & Mary Law School Scholarship Repository William & Mary Annual Tax Conference Conferences, Events, and Lectures 2013 Compensating Owners and Key Employees of
More informationALI-ABA Course of Study Executive Compensation: Strategy, Design, and Implementation June 19-20, 2008 New York, New York
351 ALI-ABA Course of Study Executive Compensation: Strategy, Design, and Implementation June 19-20, 2008 New York, New York A Road Map for Complying with the Final Regulations Under Code Section 409A
More informationCompensation & Benefits
Compensation & Benefits DECEMBER 2004 Internal Revenue Service Issues Nonqualified Deferred Compensation Plan Guidance On December 20, 2004, the Internal Revenue Service issued Notice 2005-1. The Notice
More informationTHE NONQUALIFIED DEFERRED COMPENSATION ADVISOR 2007 SUPPLEMENT
THE NONQUALIFIED DEFERRED COMPENSATION ADVISOR 2007 SUPPLEMENT PPA Restricts Trusts for Top Executives The Pension Protection Act added new restrictions to IRC Section 409A to prohibit top executives from
More informationPublicly Traded Partnerships
Publicly Traded Partnerships David A. Sussman December 2014 2014 Duane Morris LLP. All Rights Reserved. Duane Morris is a registered service mark of Duane Morris LLP. Duane Morris Firm and Affiliate Offices
More informationClient Alert October 30, 2018
Tax News and Developments North America Client Alert October 30, 2018 New IRS Guidance Opens Door to Use of Qualified Opportunity Zones Tax reform introduced significant tax incentives for investments
More informationFASB Interpretation No. 44. Accounting for Certain Transactions Involving Stock Compensation an Interpretation of APB Opinion No.
FREDERIC W. COOK & CO., INC. NEW YORK CHICAGO LOS ANGELES May 1, 2000 (Revised 08/02/02) Overview of Opinion 25 FASB Interpretation No. 44 for Certain Transactions Involving Stock Compensation an Interpretation
More informationClient Alert: The Pension Protection Act of Employee Benefits Group. August 14, 2006 Teleseminar Supplement II
August 2006 Client Alert: If you have questions or would like additional information on the material presented herein, please contact: Sonia A. Chung 412.288.5728 schung@reedsmith.com Employee Benefits
More informationA Series of Fortunate Events
Number 973 18 January 2010 Client Alert Latham & Watkins Corporate Department Changes in Regulation of Derivatives and Repo Transactions in Russia The Amendments almost by accident spawned a more general
More informationLatham & Watkins Corporate Department
Number 1069 August 5, 2010 Client Alert Latham & Watkins Corporate Department New FINRA Rule 5141 to Replace Current Papilsky Rules Relating to the Sale of Securities in Fixed Price Offerings However,
More informationCorporate Expatriation Transactions
IRS and Treasury Issue Final Regulations on the Substantial Business Activities Exception to Section 7874 SUMMARY On June 3, 2015, the IRS and Treasury Department released final regulations (the Regulations
More informationTax Reform Bill Proposes Significant Compensation Changes
Tax Reform Bill Proposes Significant Compensation Changes Tax Reform Proposal Would Eliminate Nonqualified Deferred Compensation, Limit Deductions for Payments to Highly Compensated Officers and Restrict
More informationRecent Developments in New York State Tax Law Including Tax Provisions in the Recently Enacted Budget
Recent Developments in Law Including Tax Provisions in the Recently Enacted Budget SUMMARY On March 30, 2018, the New York State ( New York or State ) legislature passed the State Budget for Fiscal Year
More informationHarris 1. Feedback for Notice (Guidance on the Application of 162(m) 1 ) as of 10/30/2018. NOTICE , SECTION NUMBER Section III.B.
Feedback for Notice 2018-68 (Guidance on the Application of 162(m) 1 ) as of 10/30/2018 Section III.B. Remuneration Provided Pursuant to a Written Binding Contract Clarify that compliance with requirements
More informationMergers, Acquisitions, and Other
Plan Sponsor Basics Webinar 5 of 6 Mergers, Acquisitions, and Other Corporate Transactions September 17, 2013 www.morganlewis.com Presenters: David B. Zelikoff Randall C. McGeorge Patrick Rehfield Topics
More information