Change-In-Control Provisions

In January 2017, the Internal Revenue Service made public its Golden Parachute Payments—Audit Techniques Guide for Large Businesses. The Guide is intended for internal use for IRS agents auditing companies and high net worth individuals. However, in recent years, IRS has shared this and other guides with the public to (i) make known its positions on certain issues, and (ii) help companies avoid the traps that could lead to problems with IRS.

In January 2017, the Internal Revenue Service ("IRS") released an updated Golden Parachute Payments Audit Technique Guide ("ATG") that covers the examination of golden parachutes under Internal Revenue Code ("IRC") Sections 280G and 4999.

A checklist of HR considerations for compensation in a change in control.

This article discusses exemptions available under the NYSE and Nasdaq stock exchange listing rules that avoid the requirement for shareholder approval for awards granted in connection with a change-in-control (CIC) and can help avoid an M&A-related drain on the acquiror’s equity plan share reserve.

This article will help you with the advance preparation for managing a change-in-control process, including identifying the various plans and agreements that may come into play during a transaction and cataloguing the relevant CIC provisions; assessing competitiveness and potential issues  with current arrangements, including 280G considerations; and addressing any shortfalls in current plans or agreements and creating a playbook for successful transition of incentive plans.

ISS Scorecard: What's New for 2016

CIC: The Death of Automatic Accelerated Vesting?

A sample memo to describe to employees the payments they'll receive in a change in control.

This is a sample checklist of due diligence documents to be collected from the acquired company in a merger or acquisition.

A list of questions to consider before converting data due to a merger or acquisition.

Learn how to improve your stock plan documents now—and keep them out of litigation later!

Key trends in the design of restricted stock/unit, performance award, and stock option programs.

This article highlights findings from a study by Alvarez & Marsal and Equilar on trends in change-in-control provisions.

Ayco's informal survey of 350 of their clients on the design of performance award programs, including types of types of awards, grant frequency, performance period, metrics, payout structures, TSR awards, and more.

IRS instructions on auditing golden parachute payments for compliance with Section 280G, including documents to review, nine steps to perform a 280G audit, and an audit flow chart.