Treatment of Equity Compensation Awards in Mergers and Acquisitions

Resource type: Practice Note

Status: Maintained

Jurisdiction: USA

This Note addresses common methods for handling outstanding equity compensation awards in mergers and acquisitions. This Note also addresses the factors that parties to a corporate merger or acquisition should consider when determining the treatment of outstanding equity compensation awards in connection with the transaction, including consequences under the Internal Revenue Code and securities law.

Andrew L. Gaines, Paul, Weiss, Rifkind, Wharton & Garrison LLP and Daniel A. Birnhak, Weil, Gotshal & Manges LLP

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Resource ID: 0-517-3496
Products: PLC US Employee Benefits & Executive Compensation, PLC US Law Department
This resource is maintained, meaning that we monitor developments on a regular basis and update it as soon as possible.

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Related content

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Topics

Equity CompensationEquity Compensation (http://us.practicallaw.com/8-503-9116)
Executive CompensationExecutive Compensation (http://us.practicallaw.com/6-503-9117)

Practice Note: Overview

Section 409A: Deferred Compensation Tax Rules: Overview Section 409A: Deferred Compensation Tax Rules: Overview (http://uslf.practicallaw.com/topic6-501-2009)
Summary of the Dodd-Frank Act: Executive Compensation Summary of the Dodd-Frank Act: Executive Compensation (http://uslf.practicallaw.com/topic5-502-8341)

Practice Notes

Overview of the Taxation of Equity Compensation Awards Overview of the Taxation of Equity Compensation Awards (http://uslf.practicallaw.com/topic7-505-9204)
Qualified Retirement Plans in Mergers and Acquisitions Qualified Retirement Plans in Mergers and Acquisitions (http://uslf.practicallaw.com/topic1-521-1780)
Registration Statement: Form S-8 Registration Statement: Form S-8 (http://uslf.practicallaw.com/topic6-500-5259)
Sections 280G and 4999 of the Code: Golden Parachute Payments Sections 280G and 4999 of the Code: Golden Parachute Payments (http://uslf.practicallaw.com/topic2-508-3188)
Stock Options and Other Equity Compensation Stock Options and Other Equity Compensation (http://uslf.practicallaw.com/topic0-501-9297)

Checklists

Employee Benefits and Executive Compensation Covenants for Mergers and Acquisitions Checklist Employee Benefits and Executive Compensation Covenants for Mergers and Acquisitions Checklist (http://uslf.practicallaw.com/topic6-521-0250)
Equity Pitfalls under Section 409A Checklist Equity Pitfalls under Section 409A Checklist (http://uslf.practicallaw.com/topic3-502-9252)
Requirements for a Change in Control Event under Section 409A Checklist Requirements for a Change in Control Event under Section 409A Checklist (http://uslf.practicallaw.com/topic3-517-0651)
Requirements for Incentive Stock Options Checklist Requirements for Incentive Stock Options Checklist (http://uslf.practicallaw.com/topic7-518-3717)

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