Overview

Nathan is a member of the firm's Tax practice group. His practice is focused principally in Executive Compensation and Tax-Exempt Organizations, but he also has broad experience in U.S. federal income tax planning for various business transactions, such as mergers, acquisitions, divestitures, financings and new business ventures.

Executive Compensation

Nathan regularly represents public companies, large private companies and nonprofit organizations in executive compensation matters.  He works with companies across a range of industries (including manufacturing, technology, media, financial services, retail and utilities) and with respect to a broad variety of compensation arrangements.

Tax-Exempt Organizations

Nathan regularly advises a variety of tax-exempt nonprofit organizations, including employer-sponsored disaster relief funds, corporate foundations and other private foundations (both grant making organizations and operating foundations), arts organizations, educational institutions, trade associations and social welfare organizations.

Experience

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.  He has significant experience in structuring equity and incentive awards to be exempt from the $1 million deduction cap on executive pay under Section 162(m) and to comply with tax law restrictions under Section 409A.
  • 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.  He 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.
  • 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.
  • Cross-Border Issues.  He advises U.S. multinationals regarding cross-border executive compensation issues, including the impact of tax code Section 457A.
  • 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.
  • Dodd-Frank Act.  He 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.

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.  He helps charities and other tax-exempt organizations to 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.
  • Private Letter Rulings.  He has experience in obtaining private letter rulings from the IRS for significant projects and transactions, such as joint ventures with for-profit organizations.
  • Corporate Law and State Charity Regulation.  He advises tax-exempt organizations regarding general nonprofit corporation law and compliance with state law charity registration requirements.
Publications
  • "Thoughts on Say-on-Pay Frequency," Securities Law 360, (with J. Shane Starkey), November 2010
  • "Hostile Takeover Defense Expenses: Capitalization or Deduction?", 69 U. CIN. L. REV. 1083, 2001
  • "The Age Discrimination in Employment Act of 1967: Are Disparate Impact Claims Available?", 69 U. CIN. L. REV. 299, 2000
Presentations
  • "Executive Compensation Update," Tax Executives Institute, Cleveland Chapter, October 2013"
  • Deducting Bonuses and Other Incentive Compensation," Tax Executives Institute, Cincinnati Chapter, February 2012
  • "Ohio Tax Enforcement Efforts Regarding Stock Options Exercised by Non-residents of Ohio," Tax Executives Institute, Cincinnati Chapter, February 2012
  • "S Corporation Elections: Tax Considerations for Existing C Corporations," Cleveland Tax Institute, November 2007
  • "Recent Cases and Rulings," Southwestern Ohio Tax Institute, December 2005
Professional and Civic

Professional Associations

  • National Association of Stock Plan Professionals, Ohio Chapter, board member
  • American Bar Association
  • Dayton Bar Association

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