Section 409A Handbook, Second Edition

$395.00

This revised edition of the Section 409A Handbook addresses the proposed regulations issued in June 2016, which made several important changes to the 409A regulations and proposed 409A income inclusion rules. The Handbook is the key to successfully navigating Section 409A’s broad scope, extensive and complicated regulations, and myriad corollary rules and unresolved issues.


DESCRIPTION

Sanctions for noncompliance with Section 409A of the Tax Code can be severe, so prudent compensation and benefits practitioners rely on the Section 409A Handbook - the “how to” guide for designing and modifying 409A-compliant nonqualified deferred compensation programs.

Implicated by any scenario involving compensation that is earned in one year but paid in a future year, Section 409A can arise in a variety of contexts, including employment agreements, bonus agreements, severance agreements, consulting agreements, supplemental executive retirement plans, and restricted stock and performance share plans. The Handbook provides the comprehensive foundation necessary to interpret the rules of Section 409A, offering critical information regarding structuring and administering compensation arrangements, avoiding and correcting common violations, and other areas where Section 409A compliance is most challenging. Numerous examples, tables, forms, and flowcharts help guide analysis and ensure compliance.

Highlights of the Second Edition include:

  • The proposed regulations issued in June 2016, which made several important changes to the 409A regulations and proposed 409A income inclusion rules
  • The first case involving a taxpayer challenge of a Section 409A penalty, Sutardja v. United States
  • IRS clarification on several long-disputed issues arising under Section 409A relating to the ability to correct plans in the year of vesting and the pricing of stock options in IPOs and spinoffs
  • The Sun Capital decision, which could impact controlled group rules

SUMMARY OF CONTENTS

Chapter 1. Reasons for Enactment

Chapter 2. Coverage

Chapter 3. Substantial Risk of Forfeiture

Chapter 4. Other Key Definitions: Service Recipient, Separation From Service, Specified Employee, Change in Control

Chapter 5. Plan Aggregation and Other Key Rules

Chapter 6. Short-Term Deferrals

Chapter 7. Other Exclusions

Chapter 8. Initial Deferral Elections

Chapter 9. Changes in Time and Form of Payment

Chapter 10. Permissible Payments

Chapter 11. Acceleration of Payments

Chapter 12. Separation Pay Arrangements

Chapter 13. Disability

Chapter 14. Equity Arrangements

Chapter 15. SERPs and Excess Benefit Plans

Chapter 16. Reimbursement Arrangements

Chapter 17. Mergers and Other Corporate Transactions

Chapter 18. Private Equity and Hedge Fund Arrangements

Chapter 19. Partnerships

Chapter 20. Plans of Tax-Exempt Entities

Chapter 21. Foreign Plans

Chapter 22. Collectively Bargained Plans

Chapter 23. Releases

Chapter 24. Claims, Disputes, and Settlements

Chapter 25. Funding Arrangements

Chapter 26. Grandfathered Plans

Chapter 27. Withholding and Reporting

Chapter 28. Penalties

Chapter 29. Correcting Operational Errors

Chapter 30. Correcting Outside the Correction Programs

Chapter 31. Correcting Document Errors

Chapter 32. Other Tax Rules: Constructive Receipt and Section 457A

Appendices

Tables of Authorities

Index

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AUTHORS

Regina Olshan is the global head of the Executive Compensation and Benefits practice group at Skadden, Arps, Slate, Meagher & Flom LLP, New York, NY.

Erica F. Schohn is a partner in the Executive Compensation and Benefits practice group at Skadden, Arps, Slate, Meagher & Flom LLP, New York, NY.


Published:  2016

ISBN:  978-1-61746-098-2


REVIEWS

“The enactment of Section 409A, augmented by nearly 1,000 pages of federal regulations and guidance, has forced executive compensation experts and more general benefits practitioners to design and/or modify compensation arrangements to comply with its provisions. This volume provides the comprehensive guidance necessary to interpret and comply with the complex rules of Section 409A.”

Kendall F. Svengalis, Legal Information Buyer’s Guide and Reference Manual 2017

“…a comprehensive commentary on one of the most complex pieces of legislation ever adopted relating to executive compensation. It is certain to become recognized as the ‘gold standard’ analysis of IRC Section 409A and the regulations promulgated thereunder, and will be a valuable resource to companies, and their advisers….”

Brian D. Robbins, Partner, Simpson Thacher & Bartlett LLP, New York NY (on the First Edition)

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