Employment and Severance Agreements

Synopsis

Tax and employment law often come into play in the area of employment and separation agreements. In the context of employment contracts, ERISA attorneys may encounter unfamiliar employment issues, and employment lawyers may be faced with ERISA concepts that are outside of their regular practice. The presenters of this course provide a thorough overview of the various ERISA, tax and employment law considerations that are commonly associated with employment and severance agreements, giving practical advise for the attorney whose day-to-day expertise does not span all of these areas.



Outline

I. The Importance of Understanding Employment and Severance Agreements
    A. Introductions
    B. Understanding the Disciplines Involved
    C. Cross-Disciplinary Involvement in Employment Agreements
    D. Types of Provisions
    E. Compensation
        1. Salary and Bonus Provisions
        2. Equity and Equity-Based Compensation
    F. Severance Agreements
        1. What Happens at Termination?
        2. Terminated for Cause
        3. Terminated for Good Reason
        4. Other Types of Termination
    G. Statutory Provisions
        1. I.R.C. Section 409(A)
        2. Golden Parachutes, Section 162(m), and Section 16(b)
    H. Separation Agreements
        1. The Nuts and Bolts
        2. 409(A) Issues Manifested in a Practical Manner
        3. Separation Benefits
        4. Audience and Panel Discussion
        5. Practical Points on Separation Agreements
     I. Potential Termination Situation
        1. Laying the Groundwork
        2. Questions to Raise With Your Client
     J. Common Employment Claims
        1. Statutory Guidance
        2. Where Do Claims Arise in the Employment Relationship?
        3. What's the Value Given in Obtaining a Release?
        4. General Applicability of a Release
     K. Age Discrimination Act
     L. Restrictive Covenants
     M. Are These Agreements Enforceable?
     N. Important Takeaways
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Speakers / Authors:

Photo of David Gallai

David Gallai
Chadbourne & Parke LLP

David Gallai is a partner in the firm of Chadbourne & Parke LLP and practices in the areas of employment counseling, executive compensation, and employee benefits. Mr. Gallai regularly advises management on a full range of employment issues, including compliance with anti-discrimination, employee-leave, and related statutes, reductions in force (including Worker Adjustment and Retraining Notification (WARN) Act and Age Discrimination in Employment Act issues), workplace policies and procedures, employee discipline and discharge, and wages and hours issues. He has also litigated employment discrimination claims.

Mr. Gallai also advises clients on a broad range of executive compensation and employee benefit matters, including ERISA and COBRA. Most recently, Mr. Gallai has gained a particular expertise advising management on the rules for non-qualified deferred compensation arrangements under Internal Revenue Code Section 409A. He frequently designs and drafts plan documents, amendments, trust agreements, and other documents relating to employee benefit plans.

Mr. Gallai has extensive experience negotiating, preparing, and reviewing agreements on behalf of both management and executives, including employment, severance, consulting, change-of-control, confidentiality, and non-compete and other restrictive covenant agreements.

Mr. Gallai is a member of the American Bar Association, New York State Bar Association, and secretary for the New York City Bar's Employee Benefits Committee.

Mr. Gallai received his J.D., cum laude, in 1999 from Georgetown University Law Center, and his B.A., cum laude, in 1996 from the University of Pennsylvania.

Photo of Andrew L. Oringer

Andrew L. Oringer
Dechert LLP

Andrew L. Oringer is co-chair of Dechert LLP’s ERISA and Executive Compensation group, and leads the firm’s national fiduciary practice in New York. He counsels clients on their employee benefit plans and programs, benefits-related tax matters and fiduciary issues arising in connection with the investment of employee benefit plan assets.

Mr. Oringer’s practice includes advising clients regarding ERISA and employee benefits generally, including 401(k) and other retirement plans as well as medical and other welfare plans. His advice to clients encompasses all aspects of corporate transactions and initial public offerings in which benefits and compensation issues play a central part. He regularly counsels financial institutions and plan fiduciaries regarding investments, and has been instrumental in designing complex investment structures to address difficult ERISA issues.

Mr. Oringer advises clients with respect to the design and implementation of arrangements relating to executive compensation, including stock option and other equity-based arrangements. His practice extends to the representation of employers and executives in the negotiation of executive employment and termination agreements.

Nationally known for his experience with ERISA and matters relating to executive compensation, Mr. Oringer is a frequent speaker and writer on a wide variety of topics. Publications including The Wall Street Journal, The New York Times, Crain’s Pensions & Investments, Newsday, USA Today and The Chicago Sun Times have quoted him in articles on employee benefits issues. He has authored, co-authored or contributed to numerous bar comment letters and reports to regulators on both fiduciary and compensation issues, and has testified at the request of Congress regarding certain proposed Department of Labor regulations.

Mr. Oringer holds leadership roles for the American Bar Association and the New York State Bar Association and is on the advisory boards for a number of leading publications covering ERISA and executive compensation. He also teaches ERISA as an adjunct professor and in other educational settings.

Mr. Oringer received his J.D. in 1984, with Distinction, Associate Editor of the Hofstra Law Review from Hofstra University School of Law, and his A.B., cum laude, from Duke University in 1980.

Photo of John Siegal

John Siegal
Baker & Hostetler LLP

John Siegal is a partner in the firm of Baker & Hostetler LLP and is an accomplished trial and courtroom advocate in the state and federal courts of New York and across the country. He handles private business disputes and transactions in the financial services, real estate and media industries, as well as matters for clients involving public agencies and controversies. Mr. Siegal serves as Baker & Hostetler’s New York Litigation Coordinator with practice management responsibility for approximately 100 attorneys in the firm’s New York office.

In the financial services and investment industries, Mr. Siegal handles fraud, partnership, securities, trade secrets, and employment matters for investment banks, private equity firms, entrepreneurs, investors and investment professionals. He has litigated issues relating to Ponzi schemes, global financial frauds, trade secret thefts and employee raiding as well as investment firm business divorces.

In the real estate arena, Mr. Siegal often represents owners, managers, developers, investors and construction firms in partnership disputes, litigations over complex financing and development arrangements and construction, vendor, lender, leasing and co-op and condominium disputes. He has been involved in large scale public development projects, including having litigated over approvals for New York stadium projects, and major government franchises, concessions, contracts and bid protests.

In the media industries, Mr. Siegal is often engaged for business, employment and content disputes by publishers, programmers, record companies, investment firms, journalists, public relations firms and media executives. Over the course of his career, he has represented many of the leading networks, publishers, programmers and investors headquartered in Manhattan in litigations arising from contracts, mergers and acquisitions, employment, libel, privacy and reporter’s privilege disputes.

Mr. Siegal frequently handles employment matters, including having tried employment cases to juries and arbitrators. He often negotiates executive employment and severance agreements. He has spoken and published widely on restrictive covenants and trade secrets in the employment context.

Mr. Siegal received his J.D. from New York University School of Law in 1987, and his B.A. from Columbia University, Columbia College in 1981.

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Details

Course Code : 773131
Release Date : 9/11/2013 12:00:00 AM
Recorded Date : 4/4/2013
Length : 1hr 57min
Format Type : Video

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