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Executive Compensation is a vital part of Miller & Chevalier's nationally recognized Employee Benefits and Tax practices. Clients regularly seek our help establishing and administering designing and drafting long-term incentive, deferred compensation, change-in-control, and equity compensation arrangements. Our practice regularly deals with implications of section 409A, section 162(m), and sections 280G and 4999, in addition to other areas such as the taxation of split dollar and executive healthcare.
What makes our Executive Compensation practice stand out is our ability to address the payroll tax and information reporting implications of various arrangements, as well as other issues related to fringe benefits for executives, such as the tax treatment of executive security or the use of corporate aircraft. When cross-border issues arise, we work with our foreign tax lawyers to handle any compensation and withholding issues.
As with all components of our Employee Benefits and Tax practices, we represent clients before regulatory and legislative bodies and guide them in dealing with important developing issues. If a controversy arises, we have the knowledge and experience to address complex issues in an efficient manner.
Representative Engagements
- Represented clients in successful lobbying efforts to narrow the scope and limit the effective date of Code section 409A. Persuaded congressional staffers to adopt favorable rules in applying proposed $1 million cap on deferred compensation to supplemental executive retirement plan (SERP) benefits.
- Consulted with financial institution on unique issues arising out of participation in the Trouble Asset Relief Program (TARP), such as the special section 162(m) deduction rules applicable to the institution due to participation in TARP and the tax consequences to employees and employer of employees returning bonuses.
- Assisted a major technology company in structuring compensation arrangements for senior executives of a cross-border joint venture based in Europe. Developed an arrangement under which each of the venture’s key executives were given a "country friendly" employment agreement, coupled with a separate severance agreement providing additional benefits subject to U.S. law. This novel arrangement was designed to preclude an executive from ever challenging the severance benefits in a European court.
- Obtained more than 20 favorable private letter rulings (PLRs) in the last 10 years dealing with executive and equity compensation matters in a variety of areas, such as those involving section 162(m) performance-based compensation and Section 423 employee stock purchase plans (see, e.g., PLR 200613012, PLR 200537005, and 200547007).
- Advised Fortune 100 companies regarding executive agreements (e.g. employment, severance, and change-of-control agreements), deferred compensation plans (e.g., account balance plans, SERPs, and bonus deferrals) and equity awards (e.g., stock options, Stock Appreciation Rights (SARs), Restricted Stock Units (RSUs), deferred shares, and performance shares) on wide-ranging issues dealing with plan design and administration, proxy disclosure, and corrections, arising under that various tax rules set forth in sections 61, 83, 162(m), 280G, 402(b), 404(a)(5), 404A, 409A, 457A, 3121(v)(2), and 4999.
Government Experience
- Deputy Associate Solicitor, Office of the Solicitor, U.S. Department of Labor
- ERISA Counsel, Regional Office of the Solicitor, U.S. Department of Labor
Rankings and Recognition
Chambers USA
- ERISA Litigation (Nationwide), 2015 - 2025
- Employee Benefits & Executive Compensation (District of Columbia), 2008 - 2023
- Employee Benefits & Executive Compensation (Nationwide), 2015 - 2022
- Employee Benefits & Executive Compensation Team of the Year, 2015
Legal 500
- Labor & Employment: Employee Benefits, Executive Compensation, and Retirement Plans – Design, 2010 - 2020
- Labor & Employment: ERISA Litigation (U.S.), 2012 - 2024
- Employee Benefits & Executive Compensation Team of the Year (U.S.), 2015
Best Lawyers® "Best Law Firms"
- Employee Benefits (ERISA) Law (District of Columbia), 2010 - 2025
- Employee Benefits (ERISA) Law (National), 2013 - 2025
News and Events
News
Press Release
Miller & Chevalier Receives Multiple Practice and Individual Rankings in the 2023 Edition of Chambers USA
Press Release
Miller & Chevalier Receives Multiple Practice and Individual Rankings in the 2022 Edition of Chambers USA
Events
Speaking Engagement
Tax Executives Institute: Denver Chapter Meeting
Speaking Engagement
Federal Bar Association 45th Annual Tax Law Conference
Speaking Engagement
Tax Executives Institute: Pittsburgh Chapter Meeting
Speaking Engagement
Tax Executives Institute: Baltimore-Washington Chapter's 19th Annual Tax Education Day
Speaking Engagement
44th Annual Insurance Tax Conference
Publications
Internal Publication
EB Flash: DOL Extends COVID-19 Disaster Relief
Internal Publication
EB Flash: IRS Issues Relief for FSAs And Dependent Care Plans
Internal Publication
EB Flash: DOL Issues Fiduciary and Enforcement "Missing Participant" Guidance
Internal Publication