Program Details
2026-02-19 14:00:00
Over 1,000+ webinars
Course Overview
2026-02-19 14:00:00
2h CLE Credits
Intermediate
2
1:00 pm - 1:15 pm ESTThis session explores the fundamental differences between pass-through and corporate equity compensation structures. Participants will learn how capital accounts, liquidation waterfalls, and allocation provisions—rather than share price—drive value in partnerships and LLCs.
Angela M. StockbridgeMatthew E. Foreman 1:15 pm - 1:30 pm ESTThis session examines the core equity compensation tools available for pass-through entities: profits interests, capital interests, options, and phantom equity. Participants will understand the key characteristics, tax implications, and strategic applications of each incentive type.
Angela M. StockbridgeMatthew E. Foreman 1:30 pm - 1:45 pm ESTThis session dives deep into the hurdle mechanism that distinguishes profits from capital interests and explores formal valuation requirements. Participants will learn about vesting considerations, documentation best practices, and how tax distributions and clawback provisions affect incentive design.
Angela M. StockbridgeMatthew E. Foreman 1:45 pm - 2:00 pm ESTUsing a realistic scenario involving a $50 million LLC and a new executive grant, this session compares the economic and tax outcomes of each award structure. Participants will analyze how profits interests, capital interests, options, and phantom equity produce different results at exit.
Angela M. StockbridgeMatthew E. Foreman 2:10 pm - 2:22 pm ESTThis session maps the tax lifecycle of each award type from grant through vesting, distributions, and exit. Participants will learn to distinguish between ordinary income and capital gain treatment and understand self-employment tax implications.
Angela M. StockbridgeMatthew E. Foreman 2:22 pm - 2:34 pm ESTThis session covers when Section 83 applies to partnership interests and the critical 30-day deadline for 83(b) elections. Participants will understand substantial risk of forfeiture rules and the consequences of failing to make timely elections.
Angela M. StockbridgeMatthew E. Foreman 2:34 pm - 2:46 pm ESTThis session identifies arrangements subject to Section 409A, permitted payment events, and available safe harbors. Participants will learn the golden rule of no post-vesting discretion and the severe consequences of 409A failures.
Angela M. StockbridgeMatthew E. Foreman 2:46 pm - 2:58 pm ESTThis session addresses the tax reporting, payroll, and benefits implications when recipients transition from employee to partner status. Participants will explore structural solutions including disregarded subsidiaries and blocker companies to manage classification challenges.
Angela M. StockbridgeMatthew E. Foreman 2:58 pm - 3:10 pm ESTThis session covers governance approvals, 83(b) election logistics, and administrative responsibilities for equity compensation programs. Participants will learn to identify common problem areas and understand why simplicity and proactive planning reduce compliance risk.
Angela M. StockbridgeMatthew E. ForemanAngela M. Stockbridge is an employee benefits and executive compensation attorney with experience in law firms, in-house legal departments, and HR consulting roles, focusing on M&A deal diligence, complex 409A and 280G issues, plan compliance and corrections, and fiduciary governance.
Matthew E. Foreman is a Partner at Falcon Rappaport & Berkman LLP, where he co-chairs the firm’s Taxation Practice Group. He advises on Qualified Small Business Stock (QSBS), entity selection, and the tax-efficient return of capital to owners, and structures taxable and tax-free combinations, mergers, sales, acquisitions, and divisive reorganizations, including cross-border transactions.
Angela M. Stockbridge is an employee benefits and executive compensation attorney with experience in law firms, in-house legal departments, and HR consulting roles, focusing on M&A deal diligence, complex 409A and 280G issues, plan compliance and corrections, and fiduciary governance.
Matthew E. Foreman is a Partner at Falcon Rappaport & Berkman LLP, where he co-chairs the firm’s Taxation Practice Group. He advises on Qualified Small Business Stock (QSBS), entity selection, and the tax-efficient return of capital to owners, and structures taxable and tax-free combinations, mergers, sales, acquisitions, and divisive reorganizations, including cross-border transactions.
Requirements
The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.
Formats
