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Golden Parachutes in M&A: Navigating Sections 280G and 4999 to Minimize Tax Risks

Tax rules on executive payouts in mergers under Sections 280G and 4999, including calculations, exemptions, and mitigation strategies.

2025-10-27 13:00:00

2 hours

Program Details

2025-10-27 13:00:00

Program Details

2025-10-27 13:00:00

Over 1,000+ webinars

2025-10-27 13:00:00

2 hours

Course Overview

Navigating Golden Parachute Tax Rules

2025-10-27 13:00:00

Participants will master Section 280G calculations, threshold determinations, and mitigation strategies for change of control transactions. Apply these techniques to minimize excise tax exposure for executives and preserve corporate deductions.

Format

CLE Credit

2h CLE Credits

Level

Intermediate

Length

2

Key topics that will be covered

01
Calculations
Excess parachute payments trigger 20% excise tax and lost corporate deductions.
02
Disqualified Individuals
Officers, 1% shareholders, and highly compensated employees are subject to 280G rules.
03
Base Amount
Five-year average W-2 compensation determines the threshold for parachute payments.
04
Shareholder Approval
Private companies can exempt payments through 75% shareholder vote with required disclosures.
05
Mitigation Strategies
Public companies use base amount planning and reasonable compensation to reduce exposure.
06
Market Trends
Best of net provisions now appear in 49% of CEO agreements.

Program schedule

clock 1:00 pm - 2:00 pm EST

Excess Parachute Payment Calculations Under Section 280G

This session covers the foundational mechanics of Section 280G, including historical background, the dual tax penalties affecting both corporations and individuals, and detailed calculation methodologies. Participants will learn how to identify disqualified individuals, compute base amounts using W-2 compensation averages, and apply the 24C exception for time-based equity awards.

Gina HancockGina Hancock
Allison HoeinghausAllison Hoeinghaus
clock 2:10 pm - 2:40 pm EST

Private Company Shareholder Approval Exemption Process

This session explores the powerful exemption available to private corporations through shareholder approval under Q&A 7 of the regulations. Attendees will learn the specific requirements for disclosure statements, waiver execution by disqualified individuals, and the 75% voting threshold that excludes disqualified individuals from participation.

Gina HancockGina Hancock
Allison HoeinghausAllison Hoeinghaus
clock 2:40 pm - 3:10 pm EST

Public Company 280G Mitigation Strategies and Trends

This session examines the three primary mitigation strategies available to public companies: base amount planning, post-change-in-control reasonable compensation including non-compete valuations, and pre-closing reasonable compensation allocations. The session also covers current market trends in change of control benefits, including the prevalence of best-of-net provisions and the recent revitalization of gross-up arrangements.

Gina HancockGina Hancock
Allison HoeinghausAllison Hoeinghaus
Gina Hancock

Gina Hancock

Gibson, Dunn & Crutcher LLP

Allison Hoeinghaus

Allison Hoeinghaus

Alvarez & Marsal Holdings, LLC

Gina Hancock

Gina Hancock

Gibson, Dunn & Crutcher LLP

Gina Hancock is a partner practicing in Executive Compensation and Employee Benefits, with significant experience in executive compensation, complex domestic and international transactional matters, IPOs, health and welfare benefit plans, and retirement plans.

Recognition & Leadership

Recognized by Chambers USA 2025 as Up and Coming, named on Law360's 2025 Rising Stars list, and on the 2025 Best Lawyers: Ones to Watch® in America list for Employee Benefits (ERISA) Law.

Experience

Partner in the Dallas office focusing on all aspects of equity compensation, employee stock purchase plans, 401(k), pension and non-qualified deferred compensation plans, executive employment agreements, severance, retention, change in control and restrictive covenant agreements, incentive compensation, and cafeteria and other welfare benefit plans. Also provides advice on general corporate governance and disclosure matters.
Allison Hoeinghaus

Allison Hoeinghaus

Alvarez & Marsal Holdings, LLC

Ms. Hoeinghaus helps companies effectively and efficiently tackle paying and incentivizing their employees, working on compensation program design, benchmarking, and regulatory compliance.

Education & Credentials

Bachelor's degree in accounting and a master's degree in professional accounting from the McCombs School of Business at The University of Texas at Austin. Certified Public Accountant and Certified Executive Compensation Professional (CECP) through the WorldatWork organization.

Experience

Works with companies to design and benchmark annual bonus and long-term incentive compensation programs while considering tax, accounting, and regulatory ramifications. Focuses on mergers and acquisitions including golden parachute rules and bankruptcy compensation, executive compensation matters such as equity compensation, the one-million-dollar deduction limitation, qualified and non-qualified retirement plans, and payroll compliance. Advises on emerging compensation trends including employment-related pandemic relief, gender/racial pay equity, and ESG impact on compensation programs.
Gina Hancock

Gina Hancock

Gibson, Dunn & Crutcher LLP

Gina Hancock is a partner practicing in Executive Compensation and Employee Benefits, with significant experience in executive compensation, complex domestic and international transactional matters, IPOs, health and welfare benefit plans, and retirement plans.

Recognition & Leadership

Recognized by Chambers USA 2025 as Up and Coming, named on Law360's 2025 Rising Stars list, and on the 2025 Best Lawyers: Ones to Watch® in America list for Employee Benefits (ERISA) Law.

Experience

Partner in the Dallas office focusing on all aspects of equity compensation, employee stock purchase plans, 401(k), pension and non-qualified deferred compensation plans, executive employment agreements, severance, retention, change in control and restrictive covenant agreements, incentive compensation, and cafeteria and other welfare benefit plans. Also provides advice on general corporate governance and disclosure matters.
Allison Hoeinghaus

Allison Hoeinghaus

Alvarez & Marsal Holdings, LLC

Ms. Hoeinghaus helps companies effectively and efficiently tackle paying and incentivizing their employees, working on compensation program design, benchmarking, and regulatory compliance.

Education & Credentials

Bachelor's degree in accounting and a master's degree in professional accounting from the McCombs School of Business at The University of Texas at Austin. Certified Public Accountant and Certified Executive Compensation Professional (CECP) through the WorldatWork organization.

Experience

Works with companies to design and benchmark annual bonus and long-term incentive compensation programs while considering tax, accounting, and regulatory ramifications. Focuses on mergers and acquisitions including golden parachute rules and bankruptcy compensation, executive compensation matters such as equity compensation, the one-million-dollar deduction limitation, qualified and non-qualified retirement plans, and payroll compliance. Advises on emerging compensation trends including employment-related pandemic relief, gender/racial pay equity, and ESG impact on compensation programs.

Credits by state

AK2.0
AL2.0
AR2.0
AZ2.0
CA2.0
CO2.0
CT2.0
DC2.0
DE2.0
FL2.0
GA2.0
HI2.0
IA2.0
ID2.0
IL2.0
IN2.0
KS2.0
KY2.0
LA2.0
MA2.0
MD2.0
ME2.0
MI2.0
MN2.0
MO2.4
MS2.0
MT2.0
NC2.0
ND2.0
NE2.0
NH120.0
NJ2.4
NM2.0
NV2.0
NY2.0
OH2.0
OK2.5
OR2.0
PA2.0
RI2.5
SC2.0
SD2.0
TN2.0
TX2.0
UT2.0
VA2.0
VT2.0
WA2.0
WI2.0
WV2.4
WY2.0

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MCLE Credits

Alabama
Pending
Alaska
Approved
Arizona
Approved
Arkansas
Approved
California
Approved
Colorado
Pending
Connecticut
Approved
Delaware
Pending
District of Columbia
No Required
Florida
Approved
Georgia
Approved
Hawaii
Approved
Idaho
Approved
Illinois
Approved
Indiana
Pending
Iowa
Pending
Kansas
Pending
Kentucky
Pending
Louisiana
Pending
Maine
Pending
Maryland
No Required
Massachusetts
No Required
Michigan
No Required
Minnesota
Approved
Mississippi
Pending
Missouri
Approved
Montana
Pending
Nebraska
Pending
Nevada
Pending
New Hampshire
Approved
New Jersey
Approved
New Mexico
Approved
New York
Approved
North Carolina
Pending
North Dakota
Approved
Ohio
Pending
Oklahoma
Pending
Oregon
Pending
Pennsylvania
Approved
Rhode Island
Pending
South Carolina
Pending
South Dakota
No Required
Tennessee
Approved
Texas
Approved
Utah
Pending
Vermont
Approved
Virginia
Not Eligible
Washington
Approved
West Virginia
Pending
Wisconsin
Approved
Wyoming
Pending

Alabama

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

  • Attorneys can earn unlimited “live” credit through live seminars, live webcasts, and co-sponsored locations with MyLAWCLE-Alabama approved programs
  • Attorneys are limited to 6 credits per compliance period of “online” programs through MyLAwCLE On-Demand programs