Anthony G. Provenzano

Deferred Compensation

• Routinely advises on the Section 409A implications of nonqualified deferred compensation arrangements, supplemental executive retirement plans, employment and severance agreements, and bonus plans.
• Advised numerous employers regarding permissible corrections of Section 409A failures pursuant to IRS Notice 2008-113 and the potential income inclusion implications under IRS Notice 2008-115 and proposed Treas. Reg. Sec. 1.409A-4.

Golden Parachutes

• Advised numerous companies regarding the implications of Section 280G and golden parachute payments. Restructured arrangements to avoid excise tax implications.

Deduction Issues

• Advised multinational employers on US deduction issues relating to equity and incentive compensation programs when employees perform services both within and without the US.
• Advised employers on the deduction implications of Section 162(m) as revised under the Tax Cuts and Jobs Act (2017). Specific projects have included identifying amounts subject to the Section 162(m) "grandfather" and assisting large multinationals in identifying the applicable "covered employees."
• Routinely advise employers on the timing of deductions for pension contributions and bonus payments.

Transactions

• Advised automaker on compensation issues, including the buyout of employee stock options, arising from acquisition of technology company by automaker's foreign affiliate.
• Advised a public company regarding tax and benefits implications of a spin-off of a subsidiary including the potential allocation of the deductions relating to the stock option income.

Government Affairs

• Represented trade association before Treasury and IRS to successfully secure favorable administrative guidance under provisions in the Tax Cuts and Jobs Act (2017), including the excise tax provisions under § 4960.

IRS Rulings & Agreements

• Successfully obtained ruling from IRS concerning correction of employment tax and deduction issues related to mispriced incentive stock options. Mr. Provenzano has also separately obtained a favorable closing agreement relating to an ESOP that provided benefits to employees of an entity that was outside of the ESOP sponsor's controlled group.

Employment taxes

• Routinely advises employers on the payroll tax implications of their executive compensation programs, including the proper FICA procedures. Successfully resolved certain employment tax and corporate deduction issues regarding mispriced incentive stock options with the closing agreement resulting in a favorable corporate deduction.

Split Dollar

• Advised a large financial institution regarding the interaction between Section 409A and split-dollar arrangements and assisted in structuring a new arrangement that would comply with Section 409A but retain many of the tax-favorable features of the split-dollar arrangement.

401(k) & Pension Plans

• Routinely represent employers in the day to day compliance issues relating to maintaining a qualified plan.
• Represented employer in converting traditional formula pension plan to a cash-balance pension arrangement.
• Provided opinion letters relating to the funding requirements under the Pension Protection Act (2006).
• Advised numerous companies regarding the termination of defined benefit pension plans and defined contribution plans.

PBGC Compliance and Controversy

• Advised employer involved in one of the largest bankruptcies in the U.S. with respect to the employer's pension obligations. This matter involved extensive negotiations with the PBGC regarding the bankruptcy and proposed emergence transactions.
• Successfully defended companies in PBGC examinations regarding PBGC premium calculations and pension terminations.

VEBAs

• Assisted employer in determining whether excise taxes under Section 4976 were triggered as a result of expenditures of assets from employer's voluntary employee beneficiary association (VEBA) for highly compensated employees.
• Restructured VEBA eligibility to provide that excess assets, originally set aside for retirees, can be used for active employee population.

Compensatory Trust Arrangements

• Advised multinational on U.S. tax law issues, including Section 409A issues, triggered when employer's global equity incentive arrangement utilized a trust.
• Restructured employer-sponsored trust holding assets for executive medical premiums to provide for retiree-friendly medical program coordinated with Medicare.