WHY IT MATTERS
Why 280G Matters in Transactions
280G is not just a tax issue. When triggered, it directly affects executive proceeds, corporate tax deductions, and deal timing. When analysis starts too late, the consequences are operational as much as financial.
What it directly affects
What late analysis creates
What We Deliver
Comprehensive 280G Analysis
Protect deal economics and avoid IRS surprises with clear, defensible parachute calculations. Every disqualified individual is covered, with thresholds and tax implications modeled to eliminate guesswork and risk.
Equity Compensation Expertise
Navigate equity acceleration with confidence. Our valuations align with IRS methodologies, support fair executive treatment, and deliver outputs your auditors and advisors can trust.
Strategic Deal Support
Keep transactions on track with smart scenario modeling, payout optimizations that preserve optics and value, and disclosure-ready deliverables — from termination tables to shareholder approvals.
TIMING
When to Involve Us
The earlier we engage, the more flexibility remains. That said, we provide value at every stage of a transaction.
COMMON CHALLENGES
Where Deals Run Into Problems
Most 280G issues trace back to a small set of recurring conditions. By the time these are identified in a live transaction, mitigation options may be limited.
Equity-heavy compensation structures
Large equity positions relative to base salary inflate parachute payment calculations, often pushing individuals well above the 3x threshold.
Low historical base compensation
A low five-year average base amount means the 3x threshold is reached more easily, even with modest contingent payments.
Incomplete or inconsistent data
Missing payroll records, equity grant history, or compensation documentation slow analysis and reduce confidence in exposure estimates.
Analysis performed too late
Compensation structures that could have been adjusted pre-signing become difficult or impossible to address once a transaction is near closing.
These conditions are common in private equity-backed companies, pre-IPO organizations, and companies with equity-heavy or evolving compensation structures. Early identification is the most effective risk management tool available.
Ready to Navigate Your Next Transaction?
Related Resources
Access practical insights on accounting rules and valuation drivers that influence executive pay, equity awards, and deal outcomes.
Understanding Section 280G and Golden Parachute Rules in Change-in-Control Transactions
Section 280G and Golden Parachute Rules aren’t just a tax issue — they’re a deal issue. This article covers how the rules apply in change-in-control transactions, who is affected, and why early analysis can change outcomes for companies, executives, and transaction teams.
