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Colleen Hart

Colleen Hart

Partner

Colleen Hart is a partner in the Tax Department and a member of the Employee Benefits & Executive Compensation Group. Colleen’s practice focuses on the tax planning, securities law and corporate governance aspects of employee benefits and executive compensation matters. She advises companies, executives and boards on deferred compensation, golden parachute and deduction limitation rules, and securities reporting, registration and disclosure requirements.

Colleen also counsels clients on benefits and compensation issues arising in mergers and acquisitions, initial public offerings, bankruptcies and finance transactions. Matters she handles include the revision and negotiation of employment and change-in-control agreements, the design and implementation of deferred compensation, equity and incentive compensation plans.

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SEC Adopts Additional Guidance on CEO Pay Ratio Rule

On September 21, 2017, the Securities and Exchange Commission (the “SEC”) adopted interpretive guidance regarding Item 402(u) of Regulation S-K, which governs pay ratio disclosure. The interpretive guidance is intended to provide assistance to companies choosing to use statistical sampling in determining their median employee. In the interpretive guidance, the SEC indicated that it would … Continue Reading

Looking Ahead to the 2018 Proxy Season: Preparing for CEO Pay Ratio Rules Disclosure Requirements

As part of the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010, Congress directed the Securities and Exchange Commission (SEC) to adopt pay ratio disclosure requiring public companies to disclose the ratio between the annual total compensation of the median employee and the company’s principal executive officer (PEO), generally the company’s … Continue Reading

California “Waiting Time Penalties” Are Not Wages For Federal Income Tax Purposes

Our colleagues over at Proskauer’s ERISA Practice Center Blog have noted that a recent IRS information letter confirms that “waiting time penalties” paid under California law are not wages for federal income tax withholding purposes. Please click here for the full post and please see Chief Counsel Advice Memorandum 201522004 and IRS Information Letter 2016-0026 … Continue Reading

Sun Capital Court Finds Co-Investing Funds Part of Controlled Group and Liable for Portfolio Company’s Pension Liabilities

In a decision that could have far-reaching implications for private investment funds, a District Court held that co-investing funds were part of a portfolio company’s controlled group and that the funds were thus liable for that portfolio company’s multiemployer plan withdrawal liability. The District Court essentially substituted the statutory 80% ownership threshold for controlled group … Continue Reading

IRS Releases Guidance on Treatment of Incentive Stock Options in Reorganizations

On May 8, 2015, the Office of Chief Counsel of the Internal Revenue Service released Chief Counsel Advice Memorandum No. 201519031 (available here) describing the difference in tax consequences of a disposition of shares acquired upon exercise of an incentive stock option in a merger that constitutes a reorganization as compared to a merger that … Continue Reading
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