Capitol Hill Testimony
Members of the firm testified on Capitol Hill before the IRS and the U.S. Treasury on behalf of two clients with regard to the proposed regulations under Section 409A of the Tax Code and the new rules governing nonqualified deferred compensation.Executive Compensation: Overview
Comprising more than 20 attorneys, Buchanan's Executive Compensation practice is one of the largest among full-service law firms nationwide. We regularly advise clients in matters related to ERISA, federal securities laws compliance, federal income and employment tax, and other issues related to the design, establishment, operation, termination and disclosure and reporting of a variety of executive and employee compensation programs, including:
- Employment, severance, change-in-control and non-compete agreements
- Design and development of equity- and cash- based incentive plans
- Executive compensation arrangements, including deferred compensation plans
- Qualified and non-qualified pension, savings, profit-sharing and retirement plans
- Public reporting and disclosure of executive and employee compensation programs
- Split dollar life insurance arrangements
Our lawyers work closely with management, business owners, in-house counsel, consultants, accountants, actuaries and other professional advisors to achieve comprehensive, cost-effective, value-added results for compensation planning for all types of entities.
In addition, we counsel executives of tax-exempt organizations and trade associations on eligible and ineligible Code §457 arrangements; draft and review rabbi trusts and secular trusts to fund executive compensation benefits; and advise clients on the tax planning and design issues involving golden parachute payments.
In recent representative transactions, we:
- Served as executive and employee benefits counsel for the boards of directors and management of numerous publicly traded corporations.
- Represented private and publicly traded companies and individuals with respect to executive compensation matters, including designing and implementing compensation programs and negotiating employment agreements (including advising with respect to complex securities laws issues).
- Represented parties in pension plan split-ups and spin-offs.
- Represented both venture capitalists and executives of start-ups in connection with employment agreements to be executed at the closing of a financing and any significant tax and securities laws issues related thereto.
- Represented executives in connection with lawsuits against former employers.
- Represented companies in connection with actions against former employees to enforce noncompete, confidentiality, and ownership of invention agreements and to seek damages for breaches by the employee under such agreements and employment agreements generally.
- Advised clients on federal securities law issues, including SEC reporting obligations.
- Drafted multiple severance agreements based upon a company merger that resulted in major reduction in force.
- Negotiated and drafted an employment agreement for the chief executive officer of a client, where the executive was going to move his home across the country and the executive's performance and compensation were tied to the successful performance of his mission.
- Drafted employment, consulting and non-compete agreements for several executives being retained by the purchasing company.
- Represented the key executives of a publicly traded company in the process of being purchased, which involved revising their employment agreements, as well as their stock option, incentive stock and restricted stock agreements, to ensure that all of the documents were consistent with the parties' original intent.
- Drafted retention agreements for several executives whom the client wanted to retain for a certain period of time until a particular event occurred (including the sale of the company or the hiring and training of the executives' replacements).
- Drafted a change in control agreement for a client's senior executive to help ensure that the executive did not leave the client.
- Prepared training agreements for employees being hired as supervisory trainees in a union setting.
- Negotiated and drafted a comprehensive employee leasing arrangement for a multimillion-dollar construction and development project.

