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ARTICLE · 28 NOVEMBER 2005

Deferred Compensation Issues Relating to Changes in Control and Other Corporate Transactions

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Last fall, Section 409A was added to the Internal Revenue Code of 1986, as amended (the "Code"). Section 409A sets forth certain rules that must be satisfied with respect to nonqualified deferred compensation plans in order to avoid significant penalties for the employees participating in such plans.

United StatesEmployment and HR
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By Maureen J. Gorman, Daren F. Grotberg, Debra B. Hoffman, Herbert W. Krueger, Wayne R. Luepker, Anna M. O'Meara and Cecilia A. Roth

Originally published November 17, 2005

IRS Circular 230 Notice. Any advice expressed herein as to tax matters was neither written nor intended by Mayer, Brown, Rowe & Maw LLP to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed under U.S. tax law. If any person uses or refers to any such tax advice in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then (i) the advice was written to support the promotion or marketing (by a person other than Mayer, Brown, Rowe & Maw LLP) of that transaction or matter, and (ii) such taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

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