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Executive Compensation and Employee Benefits Fallout After Sweeping FTC Ban on Noncompetes: Part 3—Impact on Mergers and...

This is the third part of a multi-part blog post series discussing the implications and fallout from the Final Rule recently adopted by the Federal Trade Commission (FTC), banning the enforcement of almost all noncompete...more

Determining the Treatment of Performance-Vesting Equity Awards in M&A Transactions

A common topic of negotiation in M&A transactions is how to treat performance-vesting equity awards for which the relevant performance period is not yet completed as of the closing of the deal. The target company may have...more

Not Done Yet—Employee Benefits Plan Transition and Integration Decisions Continue After M&A Transactions Close

Patrick Rehfield focuses on matters related to executive compensation, payroll tax, and employee fringe benefits. He advises private and public companies on designing and implementing nonqualified retirement plans, equity...more

401(k) Plans in Stock Purchase M&A Transactions: A Buyer’s Guide to Choosing Termination or Merger

One of the most common questions we receive from buy-side clients in mergers and acquisitions (M&A) is how to handle the 401(k) plan of the target company in the context of a stock purchase acquisition: Should they require...more

FTC’s Proposed Ban on Noncompete Clauses May Have Far-Reaching Implications for Executive Compensation

The Federal Trade Commission (FTC) announced a notice of proposed rulemaking on January 5, 2023, that would ban employers from entering into or maintaining noncompete clauses with their workers. The proposal was issued in...more

Nonqualified Deferred Compensation Plans: Unforeseeable Emergency Withdrawals, Deferral Election Cancellations During COVID-19

Due to the economic and financial upheaval caused by the coronavirus (COVID-19) pandemic, many employees are asking their employers if they are able to cancel their deferral elections and/or receive accelerated payments from...more

Avoiding Employee Benefits–Related R&W Policy Exclusions

The Basics - Representations and warranties insurance (R&W Insurance) protects a party from financial losses resulting from inaccuracies in the representations and warranties made about a target company or business in...more

State Tax Implications of Federal Tax Changes to Section 162(m)

Due to the varying methods of state conformity to the Internal Revenue Code, both the prior and current versions of Section 162(m) continue to be a consideration for state taxes....more

Immediate Action Required to Maximize Tax Savings for Mass Transit

Congress and the IRS have expanded the availability and procedures for maximizing the income tax and FICA tax exclusion for mass transit benefits, but immediate action is required to satisfy the IRS special relief provisions...more

Year-End Legislation Important for Employers

The 2015 Cromnibus and the Tax Increase Prevention Act of 2014 solve some problems and raise others. On December 16, 2014, U.S. President Barack Obama signed the Consolidated and Further Continuing Appropriations Act...more

IRS Issues Notice on Special Tax Adjustment Procedures for Same-Sex Marriages

Notice 2013-61 provides alternative administrative procedures for reporting income and FICA tax adjustments in response to the Windsor decision and Revenue Ruling 2013-17. On September 24, the U.S. Department of the...more

Employer Tax Considerations for Supreme Court’s Pending DOMA Decision

High Court considers the constitutionality of DOMA, which may create tax-refund opportunities for employers and employees before April 15....more

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