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Change-In-Control Provisions

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Latest Developments

IRS Publishes Audit Techniques Guide for Golden Parachute Payments
Feb 09,2017

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.

IRS Updates Golden Parachute Audit Guide
Feb 08,2017

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.

Acquisitions: Total Rewards Considerations from an HR Perspective
Sep 28,2018

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

Conserving Equity Plan Share Reserves After M&A Transactions
May 24,2018

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.

Compensation: What You Should Know When Selling the Company
Aug 01,2017

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.

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NASPP Blog

ISS Scorecard: What's New for 2016
Nov 24,2015
Barbara Baksa

ISS Scorecard: What's New for 2016

CIC: The Death of Automatic Accelerated Vesting?
Apr 17,2015
Jennifer Namazi

CIC: The Death of Automatic Accelerated Vesting?

Sample Documents

Change in Control Estimate for Employees
Sep 28,2018

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

M&A Due Diligence Documents
Apr 05,2012

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

M&A Data Conversion Questionnaire
Sep 23,2010

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

Webcasts

25 Ways to Improve Stock Plan Documents
Apr 20,2010

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

Podcasts

Surveys & Studies

Executive Summary and Selected Results for the 2019 Domestic Stock Plan Design Survey
Mar 10,2020

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

2017/2018 Executive Change in Control Report
Sep 28,2018

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

Our Biennial Long-Term Performance Plan Review
May 12,2017

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.

Regulations & Statutes

Golden Parachute Payments--Audit Techniques Guide for Large Businesses
Jan 20,2017

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.

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