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Section 409A: What is New and Next

(147 reviews)

Produced on May 23, 2017

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Course Information

Time 1h
Difficulty Intermediate
Topics covered in this course: Labor & Employment

Course Description

In this program, attorneys Regina Olshan, Andrew Oringer, and Michael Segal will provide practitioners with a detailed analysis of several recent developments that have significantly changed the Section 409A landscape and will examine potential future changes that could be made to Section 409A by the Trump administration.

This program will be most beneficial to in-house and outside counsel responsible for executive compensation, employee benefits, and tax matters, as well as Human Resources professionals and Compensation Consultants. Specific topics to be addressed include:

  • The proposed regulations issued by the IRS in June 2016, which curtail a number of practices that many practitioners have thought to be compliant with Section 409A
  • Discussion of key cases pertaining to Section 409A and their impact on Section 409A arrangements, including Sutardja v. United States
  • An overview of potential Section 409A changes that could be on the horizon as part of a broader overhaul of the Internal Revenue Code by the Trump administration

Learning Objectives: 

  1. Receive the latest updates on Section 409A rules and compliance strategies
  2. Understand the new proposed regulations and any changes that may need to be made to existing Section 409A arrangements to avoid compliance issues
  3. Learn about the first Section 409A cases and their impact on Section 409A
  4. Explore potential changes that could be made to Section 409A by the Trump administration 

Credit Information

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Regina Olshan

Skadden, Arps, Slate, Meagher & Flom LLP

Regina Olshan is the global head of Skadden’s Executive Compensation and Benefits Group. Her practice focuses on advising companies, executives and boards on navigating the regulatory complexities of executive compensation and benefits. This includes tax laws (including laws governing deferred compensation, golden parachute arrangements and deduction limitation rules), securities laws (including reporting and disclosure requirements and registration issues) and compensation-related litigation matters.

In addition, Ms. Olshan regularly advises public companies, boards, private equity clients and members of management on executive compensation and benefits issues arising in the context of mergers, acquisitions, spin-offs, initial public offerings, restructurings and other extraordinary corporate events, including private equity and leveraged buyout transactions. She also regularly advises large public companies and individual senior executives on the adoption, revision, and negotiation of executive employment and severance agreements, as well as litigation and controversies involving executive compensation.

Ms. Olshan is the author and editor of the Section 409A Handbook. She speaks and writes frequently on executive compensation issues, co-chairs “Hot Issues in Executive Compensation,” an annual executive compensation conference presented by PLI, and is on the Bloomberg BNA Pensions and Benefits Advisory Board and Bloomberg BNA Compensation Planning Advisory Board. She also has been quoted in various major publications on significant executive compensation issues of the day. Ms. Olshan is ranked in the top tier in Chambers USA: America’s Leading Lawyers for Business for New York employee benefits and executive compensation. She also is listed in The Best Lawyers in America and The Legal 500 U.S. She was named Best Lawyers’ 2017 New York City Employee Benefits (ERISA) Law Lawyer of the Year. In 2013, Chambers USA also recognized Skadden’s Executive Compensation and Benefits Group with its Award for Excellence, given annually to a select group of firms on the basis of pre-eminence in key practice areas. Ms. Olshan also was named in Lawdragon 500 Leading Lawyers in America.

Andrew Oringer

Dechert LLP

Andrew L. Oringer is co-chair of Dechert’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. His written work includes the chapter on Releases in the Section 409A Handbook, and the chapter on Investment Funds and ERISA in ERISA Fiduciary Law. Publications including The Wall Street JournalThe New York TimesThe Financial TimesCrain’s Pensions & InvestmentsNewsday, 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.

Several major legal directories have recognized Mr. Oringer as a leading lawyer, including Chambers USA (2005-2016), The Legal 500 (2014-2015), The Best Lawyers in America (2010-2014), New York Super Lawyers (2006-2015, including listing among New York City’s Top 100 lawyers across all practice areas) and the Practical Law Company’s Labour and Employee Benefits Cross-Border Handbook (2007, 2010-2012).

Michael Segal

Wachtell, Lipton, Rosen & Katz

He has taken a leading role in the compensation and benefits aspects of some of the most significant and high-profile transactions of the past several years, including the $130 billion acquisition by Verizon of the 45% interest in Verizon Wireless owned by Vodafone, the $68 billion acquisition of Wyeth by Pfizer, the pending acquisitions by Charter Communications of Time Warner Cable for $55 billion and Brighthouse Networks for $10 billion, the $38 billion purchase of El Paso Corporation by Kinder Morgan, the $25 billion acquisition of Dell, Inc. by Michael Dell and Silverlake Partners, the $11 billion merger of Burger King and Tim Hortons, Walgreen’s $22 billion acquisition of Alliance Boots, the abandoned $39 billion combination of T-Mobile and AT&T and the combination of T-Mobile and MetroPCS at a $30 billion enterprise valuation, the $5 billion sale of Sunoco to Energy Transfer Partners, the merger of Delta and Northwest Airlines, the creation of Morgan Stanley Smith Barney, and CenturyLink’s acquisitions of Qwest ($22.4 billion), Embarq ($11.6 billion) and Savvis ($2.5 billion). He also represents employers (particularly Board Compensation Committees) and executives in entering and exiting CEO and other senior-level employment relationships.

Mr. Segal has been recognized as one of the leading lawyers in the field, garnering the highest numerical rating from Chambers USA Guide to America’s Leading Lawyers for Business, and being included in New York Super Lawyers, the Legal Media Group Guide to the World’s Leading Labour and Employment LawyersLegal 500 and similar publications. He has lectured at the Columbia, Penn, California (Hastings), Ohio State and Hofstra law schools, and frequently speaks at American Bar Association, Practising Law Institute and other conferences, including the 2009 Harvard Business School Executive Compensation Conference and 2011 Corporate Board Member conference on Compensation Strategies to Build Shareholder Value.

Mr. Segal received his B.S. cum laude in accounting from The Ohio State University in 1980 and his J.D. from The Ohio State University College of Law in 1983, where he currently serves on the National Council. He also chairs the Pension Committee of the Women’s Tennis Benefit Association, which administers the pension plan for professional women tennis players.


Anne P.


Paul L.

Very good content and cutting edge. Would like to see more panel discussions.

John N.

good course

Curtis S.

Would like a 409a course that starts with the basics

Andrew M.


Mitzi G.

Great course!

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