Executive Compensation

• Equity and Incentive Plans. Nathan drafts equity and cash incentive plan documents and award agreements and helps clients understand the laws, listing requirements and voting guidelines that impact those arrangements.
• Employment, Change-in-Control and Severance Arrangements. He assists companies in the drafting and negotiation of employment, change-in-control and severance arrangements with senior executives, including CEOs.
• Deferred Compensation. Nathan prepares deferred compensation and other supplemental retirement programs for executives and directors and helps companies to administer those programs in compliance with tax law restrictions under Section 409A. Where necessary, he also helps companies correct operational and plan document failures under Section 409A.
• Disclosure Requirements. He assists public companies in the preparation of the Compensation Discussion & Analysis and related proxy statement compensation tables, as well as compensation-related disclosures on Form 8-K.
• Transactions. He helps companies with the executive compensation aspects of mergers and acquisitions, spin-offs and other significant corporate transactions, including addressing Section 280G “golden parachute” excise tax considerations, related securities disclosure requirements (including Dodd-Frank “say-on-parachute” disclosures) and post-transaction integration issues.
• Dodd-Frank Act. Nathan advises public companies on the compensation and corporate governance requirements imposed by the Dodd-Frank Wall Street Reform and Consumer Protection Act, including the “say-on-pay” and “say-on-parachute” advisory voting requirements.
• Cross-Border Issues. He advises U.S. multinationals regarding cross-border executive compensation issues.

Tax-Exempt Organizations

• Formation and Tax Exemption Application. Nathan assists new organizations with incorporation, establishment of corporate governance policies and application for tax-exempt status.
• Joint Ventures and Other Transactions. He helps tax-exempt organizations negotiate and document joint ventures, strategic alliances and other significant transactions.
• Executive Compensation. He prepares incentive arrangements and Section 457(f) deferred compensation plans for nonprofit executives and assists nonprofits with Form 990 reporting and payroll tax considerations related to compensation of key executives.
• Unrelated Business Income Tax. Nathan helps charities and other tax-exempt organizations address the UBIT rules for taxation of unrelated business activities.
• Grant Making. He advises private foundations and public charities about grant making activities, including scholarship programs, disaster relief and program-related investments.
• Lobbying and Political Activities. He advises tax-exempt organizations regarding the limitations on lobbying and political campaign activities.

Regulated Investment Companies

• Reorganizations. Nathan provides tax advice in connection with the reorganization of mutual funds and ETFs.
• Tax Disclosure and Compliance. He assists with tax disclosures and Subchapter M compliance issues for regulated investment companies.