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Recent Events in Executive Compensation: IRC 162(m), Executive Perk Disclosure and Forfeiture and Clawback Provisions in the Era of the #Metoo Movement

  • 19 Oct 2018
  • 8:30 AM - 10:00 AM
  • The Yale Club, Saybrook Room (18th Floor); 50 Vanderbilt Ave, New York, NY 10017


  • Non-member guest fee is $70.00
  • No fee for active NYCA members or substitute. The guest fee is $70.00, payable in advance.

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Please welcome Andrea Rattner, Esq., of Proskauer Rose LLP, as she talks to us about recent developments in Executive Compensation.

Presentation Details:
Executive Compensation is an ever-changing landscape, with plenty of tax and regulatory hurdles to overcome. In this presentation, Andrea will address the issues and considerations relating to IRC 162(m) and tax reform’s repeal of the performance based exception to the $1M limit on deductible compensation paid to “covered employees.” The focus will be on practical considerations and very recent guidance.

Next, she will address three recent enforcement actions focusing on perk disclosure. The Dow Chemical settlement on perks is particularly interesting and she will cover how companies should be preparing and reviewing their perk disclosures.

The last topic will be an update on where we are with claw backs - still awaiting final SEC guidance and still largely focused on financial wrongs (material financial restatements) similar to the Dodd Frank standard. However, some claw backs include violations of restricted covenants; companies are also focusing on #metoo movement-related issues.

Presenter Bios:

Andrea S. Rattner is a partner in the Tax Department and member of the Employee Benefits & Executive Compensation Group. For more than 30 years, her practice has focused on a broad range of executive compensation and employee benefits matters, advising clients on an ongoing basis as well as in the context of corporate transactions and other transformative and unique situations. Her clients include public and private companies, boards of directors, compensation committees and senior executives in a broad range of industries. Andrea is also involved in the Firm’s management, serving as a member of the Executive Committee and as the immediate past chair of the Tax Department.

Andrea counsels clients with respect to the tax, securities, corporate governance, stock exchange, ERISA and other implications affecting executive compensation arrangements. Andrea regularly provides advice regarding equity arrangements (such as stock options, restricted stock, RSUs, LLC/partnership interests and phantom equity), employment agreements, change-in-control agreements and all other types of compensation arrangements (including incentive awards, SERPs, deferred compensation and "409A" and "162(m)" compliant plans).

She counsels clients on benefits and compensation matters arising in all types of corporate transactions, including mergers & acquisitions, restructurings, debt and equity offerings and bankruptcies. In numerous transactions, she has addressed the treatment of stock options and other equity awards, change-in-control and "golden parachute" tax issues, severance obligations and separation agreements, the negotiation of new employment agreements and other executive arrangements, retention and other bonus plans, benefit plan liabilities, COBRA, PBGC-related issues and post-closing benefit plan and compensation structures.

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