Tax Talks

The Proskauer Tax Blog

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Colleen Hart

Partner
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Colleen Hart is a partner in the Tax Department and a member of the Employee Benefits & Executive Compensation Group.

Colleen advises companies, executives and boards on complex executive compensation matters. She offers a multidisciplinary approach to compensation and benefits issues with a focus on tax planning, securities laws and corporate governance. Matters she handles include the negotiation, structuring and implementation of employment and change-in-control agreements and deferred compensation, equity and incentive compensation plans. She advises on golden parachute and deduction limitation rules, securities reporting, registration and disclosure requirements and California employment laws. In addition, Colleen has extensive experience advising clients on compensation and benefits issues arising in mergers and acquisitions, initial public offerings, bankruptcies and finance transactions.

Colleen is a contributing author of The 409A Handbook (BNA 2016) and lectures frequently on executive compensation matters. As a U.S. Navy veteran, Colleen devotes a substantial amount of time to organizations that provide legal and support services to U.S. veterans.

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COVID-19 Impact on Executive Compensation – Amending Performance Goals under Equity and Other Incentive Awards

By Andrea Rattner, Colleen Hart, Joshua Miller, Katrine Magas and Kate Napalkova on Posted in Coronavirus, Employee Benefits, Executive Compensation, In the news, SEC, Section 409A
We continue our blog series on COVID-19 implications on executive compensation matters with a post that addresses considerations relating to amending performance goals under equity and other incentive awards. Setting meaningful and effective performance goals often requires significant focus and analysis by compensation committees with the assistance of their advisors and management.  In light of … Continue Reading

The CARES Act and Compensation – What Employers Need to Know

By Andrea Rattner, Colleen Hart, Joshua Miller, Katrine Magas, Kate Napalkova and Seth Safra on Posted in Coronavirus, Employee Benefits, Executive Compensation, In the news
On March 27, 2020, the President signed into law the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) (H.R. 748). In this blog post we (1) lay out an initial action plan for employers considering obtaining relief under the CARES Act, (2) summarize the compensation-related provisions of the CARES Act, and (3) identify … Continue Reading

COVID-19 Impact on Executive Compensation – Salary/Wage Reductions

By Andrea Rattner, Colleen Hart, Joshua Miller, Katrine Magas, Kate Napalkova and Seth Safra on Posted in Coronavirus, Employee Benefits, Executive Compensation, In the news, SEC
We continue our blog series on COVID-19 implications on executive compensation matters with a post that addresses salary or wage reductions on a company-wide or targeted basis. Companies impacted by the COVID-19 pandemic, including the concomitant widespread shelter in place orders, may be considering pay cuts for some or all of their workforce, either in … Continue Reading

COVID-19 Impact on Executive Compensation (Leave of Absence)

By Andrea Rattner, Colleen Hart, Katrine Magas and Kate Napalkova on Posted in Coronavirus, Employee Benefits, Executive Compensation, In the news, Performance-Based Compensation
COVID-19 has had significant impacts on all aspects of business.  While employers are assessing how to handle immediate employee needs related to sick leave, family leave and benefits claims, employers should also consider the impact that changes in their workforce or economic conditions will have on their compensation plans and programs. This blog post addresses … Continue Reading

IRS Releases Preliminary Guidance on Certain Aspects of the Amended Section 162(m) Provisions

By Ali Fawaz, Colleen Hart, Katrine Magas, Kate Napalkova and Michael Sirkin on Posted in Section 162(m), Tax Cuts and Jobs Act
The Internal Revenue Service has published Notice 2018-68 (the “Notice”), which provides long awaited, but limited guidance on the recent amendments to Section 162(m) of the Internal Revenue Code (“Section 162(m)”) by the Tax Cuts and Jobs Act of 2017 (the “TCJA”). Specifically, the Notice provides guidance regarding the identification of a “covered employee” and … Continue Reading

SEC Adopts Additional Guidance on CEO Pay Ratio Rule

By Colleen Hart, Charles Lee, Joshua Miller and Katrine Magas on Posted in Executive Compensation, Pay Ratio Regulations, Proxy Disclosure, SEC
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

By Colleen Hart, Charles Lee, Joshua Miller and Katrine Magas on Posted in Executive Compensation, Pay Ratio Regulations, Proxy Disclosure, SEC
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

By Colleen Hart and Sara C. Richland on Posted in IRS, Wages
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

By Colleen Hart on Posted in Notable Decisions
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

By Colleen Hart and Gary Tashjian on Posted in Incentive Stock Options
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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