Managing 409A Issues in Change-of-Control Transactions

May 24, 2012

On May 24, 2012, Morgan Lewis presented the third installment in the 409A Basics Webinar Series, which centered on managing 409A issues in change-of-control transactions.

Topics discussed included:

  • Transaction structure: due diligence, representations and warranties, business risks, and 409A compliance
  • Typical 409A arrangements: equity, severance, change of control, and deferred compensation plans
  • Restructuring deferred compensation arrangements: key terms, payment acceleration, and delay limitations
  • Stock rights considerations: assumptions, adjustments, and exchanges for other compensation