Golden Parachutes in M&A: Navigating Sections 280G and 4999 to Minimize Tax Risks

Gina Hancock | Gibson, Dunn & Crutcher LLP

Gina Hancock is a partner in the Dallas office. She practices in the firm’s Executive Compensation and Employee Benefits Department. Gina has significant experience with executive compensation, complex domestic and international transactional matters, initial public offerings, health and welfare benefit plan, retirement plan, and related matters. Her practice focuses on all aspects of equity compensation; employee stock purchase plans; 401(k), pension and nonqualified deferred compensation plans; executive employment, severance, retention, change in control and restrictive covenant agreements; incentive compensation; and cafeteria and other welfare benefit plans. She also provides advice with respect to general corporate governance and disclosure matters.

Gina is recognized by Chambers USA 2025 as Up and Coming, named on Law360’s 2025 Rising Stars list, and on the 2025 Best Lawyers: Ones to Watch® in America list for Employee Benefits (ERISA) Law.

Allison Hoeinghaus | Alvarez & Marsal Holdings, LLC

Ms. Hoeinghaus helps companies effectively and efficiently tackle paying and incentivizing their employees. She works with companies to design and benchmark annual bonus and long-term incentive compensation programs, while considering the applicable tax, accounting, and other regulatory ramifications.

Ms. Hoeinghaus focuses on mergers and acquisitions, including golden parachute rules and bankruptcy compensation. She also works on executive compensation matters such as equity compensation, the one-million-dollar deduction limitation, qualified and non-qualified retirement plans, and payroll compliance. Ms. Hoeinghaus helps her clients stay up to speed on emerging compensation trends such as employment-related pandemic relief, gender/racial pay equity, and the impact of environment, social, and governance (ESG) efforts on compensation programs.

Ms. Hoeinghaus earned a bachelor’s degree in accounting and a master’s degree in professional accounting from the McCombs School of Business at The University of Texas at Austin. She is a Certified Public Accountant and a Certified Executive Compensation Professional (CECP) through the WorldatWork organization.

I. Excess parachute payment calculations under Section 280G | 1:00pm – 2:00pm

Break | 2:00pm – 2:10pm

II. Private company shareholder approval exemption | 2:10pm – 2:40pm

III. Public company mitigation strategies | 2:40pm – 3:10pm