In this episode of Just Compensation, Megan Monson and Jessica I. Kriegsfeld talk to Anthony O. Pergola , Vice Chair of Lowenstein’s Emerging Companies & Venture Capital practice group, about the complexities and challenges of Section 280G, a section of the Internal Revenue Code which can be implicated during company change-of-control transactions. The hosts discuss tips for navigating Section 280G and planning strategies to mitigate adverse tax consequences, emphasizing the importance of ea...
Jun 05, 2025•24 min•Season 1Ep. 48
In this episode of "Just Compensation," host Megan Monson invites Lauren M. Hollender and Amy C. Schwind of Lowenstein's Executive Compensation, Employment & Benefits practice group to discuss the intricacies of parental leave. They assess differences in federal and state laws, as well as best practices and considerations for parental leave policies. Speakers: Megan Monson , Partner, Executive Compensation and Employee Benefits Lauren M. Hollender , Counsel, Employment Amy C. Schwind , Couns...
Apr 24, 2025•28 min•Season 1Ep. 47
In this episode, host Megan Monson talks with Amy C. Schwind from Lowenstein's Executive Compensation, Employment & Benefits practice group about AI's growing role in human resources processes and employment decisions. They discuss what is permitted under applicable laws, potential discriminatory impact, and recommendations for employers that are using AI for employment decisions. Speakers: Megan Monson , Partner, Executive Compensation and Employee Benefits Amy C. Schwind , Counsel, Employm...
Mar 20, 2025•16 min•Season 1Ep. 46
In this episode of "Just Compensation," Megan Monson , Taryn Cannataro , and Jessica Kriegsfeld of Lowenstein's Executive Compensation, Employment and Benefits practice group discuss employment and employee benefit considerations in the context of an M&A transaction. The conversation explains typical treatments of certain types of payments and equity in connection with an M&A transaction, as well as certain employment law considerations and best practices. Speakers: Megan Monson , Partne...
Feb 27, 2025•16 min•Season 1Ep. 45
In this episode of “Just Compensation,” Megan Monson , Taryn E. Cannataro , and Jessica Kriegsfeld of Lowenstein’s Executive Compensation and Employee Benefits group discuss some considerations for a company preparing for an M&A transaction with respect to employees, employee benefits and compensation. The conversation delves into the importance of being prepared for diligence, the curation of a proper knowledge group, and the implementation of various retention tools. Episode Resource: Defe...
Jan 23, 2025•17 min•Season 1Ep. 44
This episode of “Just Compensation” features Andrew E. Graw , Megan Monson , and Jessica I. Kriegsfeld of Lowenstein Sandler's Executive Compensation and Employee Benefits group discuss when severance plans will be subject to ERISA, and the requirements associated with complying with ERISA. They also address other deferred compensation considerations for severance plans such as compliance with Section 409A, noting that while having a severance plan subject to ERISA can impose additional responsi...
Dec 19, 2024•23 min•Season 1Ep. 43
On this episode of Just Compensation , Jessica Kriegsfeld speaks with Darren Goodman and Taryn E. Cannataro about stock options and Section 409A of the tax code, a complicated set of rules regulating the taxation of non-qualified deferred compensation, such as equity awards. The lawyers discuss how to structure stock options to avoid a penalty tax under Section 409A, including the importance of determining the exercise price of stock options correctly. Speakers: Darren Goodman , Vice Chair, Exec...
Nov 14, 2024•13 min•Season 1Ep. 42
As the presidential election approaches, the potential for political discord to spill into the workplace is heightened. On this episode of “Just Compensation,” Megan Monson talks with Amy C. Schwind about legal and practical considerations involved with political expression in and related to the workplace, as well as ways to mitigate legal risk. The lawyers explore issues that may give rise to liability for employers, such as political conversations impacting protected classes, as well as topics...
Oct 17, 2024•14 min•Season 1Ep. 41
“Top hat plans” —non-qualified deferred compensation plans that can be exempt from most of the requirements of Employee Retirement Income Security Act of 1974 or ERISA—can be a useful tool for employers looking to provide deferred compensation benefits to certain key employees. However, care must be taken to ensure compliance with the relevant requirements of ERISA and Section 409A of the Internal Revenue Code. Darren Goodman , Megan Monson , and Jessica I. Kriegsfeld of Lowenstein’s Executive C...
Aug 29, 2024•11 min•Season 1Ep. 39
On the latest episode of Just Compensation, Lowenstein’s Darren Goodman , Megan Monson , and Jessica Kriegsfeld of the Executive Compensation, Employment and Benefits practice discuss how the structure of an M&A transaction can influence the treatment of the existing workforce and treatment of employee benefits such as outstanding equity awards, health and welfare plans, and retirement plans. Speakers: Darren Goodman , Vice Chair, Executive Compensation and Employee Benefits Megan Monson , P...
Jul 25, 2024•16 min•Season 1Ep. 38
In this episode of "Just Compensation," Megan Monson , Amy Komoroski Wiwi , and Amy C. Schwind discuss the evolving landscape of employment-related non-compete agreements, focusing on recent legal developments. The discussion highlights the Federal Trade Commission's recent decision to ban post-employment non-compete clauses and its implications for businesses nationwide, as well as several noteworthy state-level updates over the past six months and how these changes might impact employers and e...
Jun 20, 2024•21 min•Season 1Ep. 37
In today’s episode, Andrew E. Graw , Megan Monson , and Jessica I. Kriegsfeld address the U.S. Department of Labor’s final amendment to Prohibited Transaction Class Exemption 84-14, commonly known as the QPAM exemption, and its implications for investment managers. The hosts explore the current QPAM exemption, the modifications introduced by the final amendment, and the key takeaways for investment managers to ensure compliance and maintain their QPAM status. Speakers: Andrew E. Graw , Partner a...
Jun 10, 2024•14 min•Season 1Ep. 36
On this episode of “Just Compensation,” the hosts provide an introduction into Section 409A, the complicated tax code provision that governs non-qualified deferred compensation: when does it apply, how do you comply with it, what are the exceptions, and what are the implications of noncompliance? Speakers: Darren Goodman , Vice Chair, Executive Compensation and Employee Benefits Megan Monson , Partner, Employee Benefits & Executive Compensation Jessica Kriegsfeld , Associate, Executive Compe...
May 16, 2024•21 min•Season 1Ep. 35
On this episode of “Just Compensation,” Darren Goodman , Sophia Mokotoff , and Taryn E. Cannataro discuss equity compensation that can be issued by partnerships, with a special focus on profits interests. Profits interests are very commonly used by partnerships due to their flexibility in structuring and advantageous tax treatment. The lawyers explain the pros and cons of such arrangements. Speakers: Darren Goodman , Vice Chair, Executive Compensation and Employee Benefits Sophia Mokotoff , Part...
Apr 17, 2024•17 min•Season 1Ep. 34
Andrew Graw , Taryn Cannataro , and Jessica Kriegsfield of Lowenstein Sandler's Employee Benefits and Executive Compensation Practice Group address multi-employer pension plans in the context of a business transaction, providing listeners with an overview of considerations and areas of potential liability plus tips on how to mitigate these issues. A multi-employer plan is comprised of various unrelated employers who make contributions on behalf of a unionized workforce; these contributions are b...
Feb 22, 2024•11 min•Season 1Ep. 32
On the latest episode of “Just Compensation,” Andrew E. Graw, Taryn E. Cannataro , and Jessica I. Kriegsfeld address single-employer defined benefit plans in the context of a business transaction, and the potential liabilities inherent in maintaining the plan post-closing as well prior to the closing— especially in light of how well funded the plan is. They discuss who bears the liability for a defined benefit plan in a transaction, and what an acquirer can do to mitigate the pension liability. ...
Feb 01, 2024•15 min•Season 1Ep. 31
Today on “ Just Compensation ,” Darren Goodman , Megan Monson , and Taryn E. Cannataro of Lowenstein's Employee Benefits & Executive Compensation group are joined by Sophia Mokotoff , partner in the firm’s Tax group, to discuss Internal Revenue Code Section 457A, a complicated provision of the tax code which regulates deferred compensation from certain non-US entities. The lawyers provide a high level overview of 457A and when it applies, so that companies and individuals know its potential ...
Dec 07, 2023•13 min•Season 1Ep. 30
In today’s episode of “Just Compensation,” Kate Basmagian , partner in Lowenstein’s Capital Markets & Securities group and chair of the firm's ESG group; Christine Osvald-Mruz , partner in the Employee Benefits & Executive Compensation group; and associate Jessica I. Kriegsfield discuss the new NASDAQ and NYSE clawback policy requirements, including the new listing standards, what companies must include in their clawback policies, and what companies should do now. Speakers: Kate Basmagia...
Nov 02, 2023•12 min•Season 1Ep. 29
A well-thought-out hiring process can help companies not only attract and retain top talent, but it can also ensure that companies meet legal obligations, obtain necessary protections, and avoid costly mistakes. In this episode of Just Compensation: Lowenstein’s Employee Benefits & Executive Compensation Podcast , Megan Monson , Julie Levinson Werner , Taryn E. Cannataro , and Amy C. Schwind discuss best practices for onboarding new employees, and recent legal developments that may impact ho...
Sep 21, 2023•22 min•Season 1Ep. 28
Today on Just Compensation , Megan Monson , Julie Levinson Werner , Taryn E. Cannataro , and Amy C. Schwind discuss some of the issues an employer must consider as the workforce becomes increasingly remote. They recommend that employers set clear expectations on issues such as hours and availability for employees who work from home, and they encourage employers to be aware of compliance issues arising from such state specific requirements such as non-competes, benefits, wage and hour laws, and r...
Aug 17, 2023•16 min•Season 1Ep. 27
Megan Monson , Amy Komoroski Wiwi , and Jessica I. Kriegsfeld talk about recent developments and trends in the law relating to employment-related non-competition agreements, including a proposed federal rule that could significantly limit their use. They also explore potential ideas and workarounds for employers to consider in place of non-competes in order to provide protection to a company. Note: Since the time of recording this episode, NY law has now passed both the senate and assembly. Spea...
Jul 20, 2023•32 min•Season 1Ep. 26
Andrew E. Graw , Megan Monson , Jessica Kriegsfeld discuss the SECURE 2.0 Act and some of the retirement plan changes it will create in 2023 and beyond, such as raising the age for taking required minimum distributions from tax-qualified plans; mandating automatic enrollment; and increasing the catch-up contribution limit. The lawyers explain the public policy behind the changes— to increase retirement plan savings as well as the number of people participating in 401Ks, —and reiterate the import...
Jun 15, 2023•26 min•Season 1Ep. 25
The latest “Just Compensation” podcast features Megan Monson , Taryn E. Cannataro , and Jessica Kriegsfeld of Lowenstein’s Employee Benefits & Executive Compensation group describing some of the benefits-related considerations of which buyers should be aware in transactions involving an entity that uses a professional employer organization or PEO. Many companies use PEOs to handle HR tasks such as payroll; however, acquiring a company that uses a PEO may require a different approach for deal...
May 11, 2023•16 min•Season 1Ep. 24
In this edition of “Just Compensation,” Andrew E. Graw , Chair of Lowenstein’s Employee Benefits & Executive Compensation practice, talks with partner Megan Monson and counsel Taryn E. Cannataro about 401(k) plan considerations in the context of mergers and acquisitions. They address potential alternatives on what to do with a target’s 401(k) plan (if anything) in a transaction, including some pros/cons of each approach; specific considerations for 401(k) plans that vary based upon deal stru...
Apr 05, 2023•22 min•Season 1Ep. 23
In this episode, the hosts discuss how companies can structure “in-the-money” stock options in order to avoid violating IRS rules governing non-qualified deferred compensation. They also address the benefits and potential downsides to this kind of option and what companies should know if they’re looking to grant them. Speakers: Andrew E. Graw , Partner and Chair, Employee Benefits & Executive Compensation Megan Monson , Partner, Employee Benefits & Executive Compensation Taryn E. Cannata...
Mar 09, 2023•12 min•Season 1Ep. 22
Lately, more and more companies are unfortunately finding themselves in a situation where they need to lay off part of their workforce. This discussion outlines some of the high-level considerations to keep in mind as companies navigate this process, including whether to offer the impacted employees’ severance or other benefits like extended COBRA; whether the company should require employees to sign a release in connection with severance offer, and if there is any risk of violating the ADEA, WA...
Feb 09, 2023•15 min•Season 1Ep. 21
Darren Goodman , Megan Monson , and Taryn E. Cannataro of Lowenstein’s Executive Compensation & Employee Benefits Group discuss what companies can or should do if stock options are about to expire, which is a particular concern in today’s uncertain economic climate. Speakers: Darren Goodman , Partner, Employee Benefits & Executive Compensation Megan Monson , Partner, Employee Benefits & Executive Compensation Taryn E. Cannataro , Counsel, Employee Benefits & Executive Compensatio...
Jan 12, 2023•11 min•Season 1Ep. 20
Darren Goodman and Taryn Cannataro of Lowenstein’s Employee Benefits and Executive Compensation group are joined by guest Eric Weiner , partner in the firm’s Tech Group and the Co-Chair of Lowenstein Crypto to discuss a hot topic and emerging trend in executive compensation: cryptocurrency and token issuances. Despite the recent downturn in the crypto markets, we have continued to see crypto employers granting tokens to incentivize their employees. This podcast episode provides a brief overview ...
Dec 08, 2022•11 min•Season 1Ep. 19
Megan Monson , Andrew E. Graw , Taryn E. Cannataro of Lowenstein’s Employee Benefits & Executive Compensation group discuss with partner Marie DeFalco , Co-Chair of the firm’s Investment Management group, the significance of the QPAM exemption from ERISA prohibitions on transactions with a party in interest for investment advisers. The group explains current and possible new requirements for qualifying for the QPAM exemption; registration and recordkeeping rules; the potential impact of rais...
Nov 10, 2022•18 min•Season 1Ep. 18
In this episode of “Just Compensation,” Megan Monson , Taryn E. Cannataro and Darren Goodman discuss phantom equity, which is a type of bonus plan often utilized by privately held companies, particularly when the company's stock has declined in value. The episode touches on why a company might want to issue phantom equity, why might an employee want to receive it, and what timing, taxation and other considerations should one keep in mind when designing this kind of arrangement as an alternative ...
Oct 13, 2022•12 min•Season 1Ep. 17
