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	Golden Parachute Audit Techniques Guide (02-2005)
		The outcome of the parachute examination may affect the tax return of a taxpayer (i.e., a current or former employee or independent contractor) in another part of the country so steps should be taken to keep the statute open for the affected taxpayer.
		Final regulations concerning golden parachute payments were issued on August 4, 2003, and are effective for any payment contingent on a change in ownership or control if the change occurs on or after January 1, 2004.
		Whatever excess parachute payment is attributable to an option is subject to income tax in the year of exercise, excise tax in the year of vesting or grant (if the grant is the event that determines that the payment is contingent), and the deduction is disallowed when the option is exercised.
	www.irs.gov /businesses/corporations/article/0,,id=134890,00.html (2313 words)

	golden parachute - HighBeam Encyclopedia (Site not responding. Last check: 2007-11-07)
		golden parachute a contract given to top executives of a corporation to provide benefits in case of job loss due to a takeover by another firm or a merger.
		The impact of golden parachutes on Fortune 500 stock returns: a reexamination of the evidence.
		Golden parachutes: CEOs and the exercise of social influence.
	www.encyclopedia.com /doc/1E1-e-goldnpara.html (269 words)

	Sixth Circuit Court Cases - Case Law and Opinions from the 6th Circuit Federal Court - Court of Appeals - unoffical ...
		The "golden parachute" portion of the severance package provided a formula to compensate senior executives in case of a change in corporate control accompanied by a material change in the executive's position at the new company.
		Golden parachutes are not void as against public policy, nor did the Arcadian board exhibit gross negligence in approving the golden parachutes at issue in this case.
		Golden parachutes have also been defended as a means of compensating managers for their investments in firm-specific skills.
	www.romingerlegal.com /sixthcircuit/opinions/01a0035p-06.htm (5024 words)

	Golden parachutes: CEOs and the exercise of social influence - compensation packages given to chief executive officers ... (Site not responding. Last check: 2007-11-07)
		Using an agency theory framework and data on 89 Fortune 500 firms, we assess whether the granting of golden parachutes to chief executive officers is the result of an economically rational process or determined by the social influence of the CEO.
		Generally referred to as "golden parachutes" (or GPs), these are contracts between the executive and the employer that provide for additional compensation should a change in control or ownership occur (Krueger, 1985).
		The purpose of this study is to explore the relative associations of both economic and social influence variables with the incidence of golden parachutes.
	www.findarticles.com /p/articles/mi_m4035/is_n4_v35/ai_9727895 (868 words)

	BoardandExecutive.net: Look Before You Leap: The Tax Consequences of Golden Parachutes (via CobWeb/3.1 ... (Site not responding. Last check: 2007-11-07)
		The IRC provisions apply to "parachute payments." A parachute payment is defined as any payment which is in the nature of compensation and which is paid to or for the benefit of a disqualified individual pursuant to an agreement which violates any federal or state securities laws or regulations.
		The parachute payment tax provisions contain a presumption that certain payments are contingent on a change in ownership or control if they are provided pursuant to a contract, or an amendment to a pre-existing contract, that was entered into within one year prior to the change in ownership or control.
		For purposes of determining whether a parachute payment constitutes an excess parachute payment, the portion of the base amount allocated to any parachute payment is the amount which bears the same ratio to the base amount as the payment's present value bears to the aggregate present value of all such payments.
	www.boardandexecutive.com.cob-web.org:8888 /compensation/59.asp (3175 words)

	Minimize Parachute Penalties
		Golden parachutes became popular in the early 1980s, the heyday of corporate raiders such as Carl Icahn and T. Boone Pickens.
		Golden parachutes are generally defined as those that exceed the IRS threshold for excessive severance payments, meaning that they equal or exceed three times the recipient’s average salary for the prior five years.
		Yet another option is to boost the salaries of executives slated to receive golden parachutes in the year before the change of control, so that their base salaries are higher.
	www.aicpa.org /pubs/jofa/oct2001/myers.htm (3801 words)

	CCH Financial Planning Toolkit \| Golden Parachutes
		The term "golden parachute" is a wonderfully descriptive term for a defensive measure used by a company to prevent hostile takeovers.
		With golden parachutes, employers enter into agreements with key executives and agree to pay amounts in excess of their usual compensation in the event that control of the employer changes or there is a change in the ownership of a substantial portion of the employer's assets.
		Golden parachute payments do not have to be made under a legally enforceable agreement or contract.
	www.finance.cch.com /text/c40s10d490.asp (804 words)

	Golden handshake - Wikipedia, the free encyclopedia
		A golden handshake is a clause in an executive employment contract that provides the executive with a significant severance package in the case that the executive loses their job through firing, restructuring, or even scheduled retirement.
		Typically, "golden handshakes" are offered only to high-ranking executives by major corporations and may entail a value measured in millions of dollars.
		Golden handshakes are given to offset the risk inherent in taking the new job, since high-ranking executives have a high likelihood of being fired and since a company requiring an outsider to come in at such a high level may be in a precarious financial position.
	en.wikipedia.org /wiki/Golden_handshake (184 words)

	TheManageMentor - Knowledge Universe - Finance - Staying marketable with Golden Parachutes.
		Hence golden parachutes, which involved large sums of money, were offered to the employees in order to retain them.
		Golden Parachutes envisage a provision in the employment contracts of top management providing for compensation for loss of jobs following a change of control.
		Golden parachutes can be an expensive option for some companies, but benefits that companies obtain far outweighs the costs.
	www.themanagementor.com /kuniverse/kmailers_universe/finance_kmailers/mgr/takeovers2.htm (692 words)

	ISS Governance Center \| Publications (Site not responding. Last check: 2007-11-07)
		According to Section 280G of the IRS Tax Code, golden parachutes that exceed 2.99 times the five-year average compensation (i.e., the taxable compensation figure that is reported on a W-2 form) are not deductible as an expense, and the recipient is subject to a 20-percent tax surcharge.
		Golden parachutes are those that exceed the IRS threshold for excessive severance payments.
		Golden hellos are cash bonuses (signing bonuses) paid to a new executive up front as an incentive to join the company.
	www.issproxy.com /governance/publications/2005archived/150.jsp (2210 words)

	Golden Parachute Rules -- Outline
		Golden Parachutes Under IRC Sections 280G and 4999 — Rules, Strategies, and Tactics
		Amounts that otherwise would be "excess parachute payments," but that are demonstrated to be reasonable compensation for services performed before date of change in control, are "parachute payments" for purposes of determining whether the 2.99 ceiling exceeded, but are not in themselves "excess parachute payments" subject to the IRC §§ 280G and 4999 penalties.
		IRC § 280G(b)(4)(A) Amounts that otherwise would be "parachute payments," but that are demonstrated to be reasonable compensation for services performed after date of change in control are not "parachute payments" taken into account in determining whether 2.99 ceiling exceeded, and are not themselves "excess parachute payments" subject to IRC §§ 280G and 4999 penalties.
	www.strasburger.com /S_show/goldpara/goldpara.htm (2633 words)

	Golden parachute - Wikipedia, the free encyclopedia (via CobWeb/3.1 planetlab2.tamu.edu) (Site not responding. Last check: 2007-11-07)
		A golden parachute is a clause (or several) in an executive's employment contract specifying that they will receive certain large benefits if their employment is terminated.
		The use of golden parachute have caused some investors concern since they don't specify that the executive had to perform successfully to any degree.
		In some high-profile instances, some executives cashed in their golden parachute while under their stewardship their companies lost millions and thousands of workers were laid off as a result.
	en.wikipedia.org.cob-web.org:8888 /wiki/Golden_parachute (193 words)

	Monster.ca - Golden Parachutes (via CobWeb/3.1 planetlab2.tamu.edu) (Site not responding. Last check: 2007-11-07)
		Executives at major companies have long had "golden parachutes" to cushion their forced exits from the ranks of the company hierarchy when a new owner takes over.
		"Golden handshakes" are negotiated on an individual basis or as part of an original employment contract.
		As with golden parachutes put in place by the companies for a group of top executives, these are usually a mater of discussion only for senior executives.
	management.monster.ca.cob-web.org:8888 /7239_en-CA_p1.asp (421 words)

	IRS Issues Proposed Regs in Connection with Golden Parachute Payments (via CobWeb/3.1 planetlab2.tamu.edu) (Site not responding. Last check: 2007-11-07)
		A payment constitutes a parachute payment only if it is made to, or for the benefit of, a disqualified individual, which is defined as an employee or independent contractor who performs personal services for a corporation and who is an officer, shareholder or highly compensated individual.
		To be a parachute payment, a payment in the nature of compensation to a disqualified individual must be contingent on a change in ownership or control.
		Under the proposal, an agreement is treated as an agreement to refrain from services if it is demonstrated with clear and convincing evidence that the agreement substantially constrains the individual's ability to perform services and there is a reasonable likelihood that the agreement will be enforced against the individual.
	www.naspp.com.cob-web.org:8888 /miscContent/GoldenParachutePayments.htm (1121 words)

	SSRN-Golden Parachutes: Credible Commitments or Evidence of Shirking? by Dino Falaschetti (Site not responding. Last check: 2007-11-07)
		I argue that collective action costs and formal institutions (e.g., golden parachute agreements) can act as substitute factors in producing this constraint.
		The incidence of golden parachutes in a sample of S&P 500 firms is consistent with this conjecture: golden parachutes are more likely in firms with concentrated ownership.
		Interpreted in this light, golden parachutes enhance efficiency by increasing the credibility with which owners can commit against opportunism.
	papers.ssrn.com /sol3/papers.cfm?abstract_id=297832 (224 words)

	Graham & Dunn - IRS Regulations Clarify Open Issues on Golden Parachutes
		The final regulations expand, clarify and simply this provision by allowing a corporation to determine the shareholders of record on any day during the six-month period ending on the date of the change in ownership or control, regardless of whether there was a vote on that day.
		The final regulations clarify that stock held (directly or indirectly) by a disqualified individual who would receive a parachute payment if the shareholder approval requirements are not met is not entitled to vote with respect to a payment made to any disqualified individual.
		a disqualified individual who is a partner of the partnership) who would receive parachute payments in connection with a change in ownership or control, but the entity shareholder can designate another equity interest owner (e.g., another partner in the partnership) to vote the shares not constructively owned by the disqualified individual.
	www.grahamdunn.com /cybergrahams/dfw_october2003.htm (1342 words)

	'Golden parachutes' tarnished - baltimoresun.com (Site not responding. Last check: 2007-11-07)
		Golden parachutes became popular during the 1980s merger mania as a way to ensure that entrenched executives wouldn't turn down a would-be acquirer to save their own jobs.
		And at Baltimore's Constellation Energy Group Inc., board members padded the golden parachute for CEO Mayo Shattuck a few weeks before they agreed to sell the utility and energy trader to FPL Group Inc. of Juno Beach, Fla., late last year.
		Nearly 80 percent of companies in the Standard and Poor's 500 maintain golden parachutes for executives, which are technically called change-in-control payments.
	baltimoresun.com /business/bal-te.bz.golden15apr15,0,6805472.story?... (1139 words)

	FDIC: FIL-8-96: Financial Institution Letters: Executive Benefits
		For purposes of this regulation, a golden parachute generally is defined as any payment to an "institution-affiliated party" (typically an officer or director) while an institution is in a troubled condition and is contingent on this person's resignation.
		The FDIC has encountered past abuses with golden parachutes when institutions pay substantial sums to top executives who decide to resign after the institution is troubled or immediately before the institution is sold or closed.
		With certain exceptions, the FDIC's final rule prohibits golden parachute agreements or payments by troubled institutions, by troubled holding companies or by healthy holding companies on behalf of a troubled subsidiary.
	www.fdic.gov /news/news/financial/1996/fil9608.html (638 words)

	Oregon House Democrats: Golden Parachutes for School Administrators Should be Reined In.
		Golden Parachutes for School Administrators Should be Reined In.
		It would place some reasonable restrictions on golden parachutes that would not only save precious tax dollars, but also enable schools to devote a bigger share of their resources to the covering the costs that mean the most to Oregon—the education of our kids.
		Permalink: Golden Parachutes for School Administrators Should be Reined In.
	oregonhousedemocrats.blogs.com /blog/2005/08/golden_parachut.html (761 words)

	Acquisition Alert: IRS Keeps Golden Parachutes Grounded - Benmark, Inc.
		To counter the golden parachute, Congress added section 280G to the Internal Revenue Code, which effectively caps the payment at change of control at three times the executive's annual compensation.
		For example, penalties are waived in cases where, after full disclosure, 75 percent of the company's share-holders approve the golden parachute.
		Banks must be wary of the potential impact in additional taxes and lost deductions resulting from excessive parachute payments.
	www.benmark.com /page.asp?pid=4372 (744 words)

	NEW PROPOSED GOLDEN PARACHUTE REGULATIONS (via CobWeb/3.1 planetlab2.tamu.edu) (Site not responding. Last check: 2007-11-07)
		A parachute payment is a payment that is in the nature of compensation.
		The new proposal clarifies that if an individual's compensation after the change in control is not significantly greater than before the change, or if payments are made under an agreement to refrain from providing services, then those payments will be treated as compensation for services performed after a change of control.
		A parachute payment is a payment that is contingent on a change in ownership or control.
	www.ssblegal.com.cob-web.org:8888 /newsletters/2002/may/3.html (750 words)

	Golden Parachutes - TakeoverDefense.com (via CobWeb/3.1 planetlab2.tamu.edu) (Site not responding. Last check: 2007-11-07)
		Golden Parachutes are already part of corporate management culture, in case of hostile takeover.
		From an overall analysis, cost of golden parachutes are relatively low, compared with disadvantages of its absence.
		Golden parachutes tries to make these challenge for the corporation and over officers, as natural as possible.
	www.takeoverdefense.com.cob-web.org:8888 /take11.php (147 words)

	Corpus Christi Online - / $69 million golden parachutes questioned
		A golden parachute that size is not exorbitant, business experts say, but it's likely to anger customers who paid high bills during an unusually hot summer.
		The original idea behind golden parachutes was to protect CEOs in the event of a hostile takeover.
		Experts agree that the $69 million golden parachute is not considered exorbitant relative to other merger severance packages, Brock said.
	www.caller2.com /autoconv/newslocal98/newslocal583.html (1108 words)

	Business Review: Golden Parachutes Under New Scrutiny Since Enron Scandal
		Colloquially, any such change-of-control or severance payout is known as a "golden parachute." But as defined by the Internal Revenue Service, a severance package is only a golden parachute if it equals or exceeds three times the executive's average annual compensation for the past five years.
		There are a few other area executives who do not have what the IRS would consider a golden parachute.
		It is not always necessary for an executive to lose his or her job in a change of control for a golden parachute to open.
	www.teamster.org /02news/hn_021203_5.htm (1509 words)

	SSRN-Golden Parachutes, Board and Committee Composition, and Shareholder Wealth by Wallace Davidson, Theodore Pilger, ...
		In this research, we examine one potential takeover defense mechanism, golden parachutes.
		In particular, the relationship between the board of directors and the board committees and the question of whether the parachutes are aligned with shareholder interests or are a means of entrenching management is studied.
		Results show that the composition of the board of directors' compensation committee influences the market's perceived outcome of golden parachute adoption.
	papers.ssrn.com /sol3/papers.cfm?abstract_id=127691 (218 words)

	EconPapers: Golden Parachutes, Poison Pills, And Synergies From Raids
		Abstract: We develop a model where adopting anti-takeover measures and awarding golden parachutes may be attractive for the shareholders ex ante although ex post their adoption maybe value reducing.
		We show that, contrary to recent proposals, the shareholders are unequivocally better off with golden parachutes than takeover-contingent stocks if managers are risk adverse.
		Finally we show that the size of the golden parachute is proportional to the riskiness of the firm.
	econpapers.repec.org /paper/bocbocoec/216.htm (262 words)

	Mergers Turn Options Into Golden Parachutes \| Bowne Review (Site not responding. Last check: 2007-11-07)
		On the good-news front, the IRS recently ruled that when a company, incident to a merger, buys out its employee stock options, the disbursements may not necessarily be subject to the golden parachute rules.
		In the ruling, IRS indicated that the merger itself is not the focal point in measuring the options' compensation element; rather, the vesting is the critical event.
		Since the employee would have benefited from the options had he or she worked until January 15, 2002, the compensation (golden parachute) value is only the portion attributed to the faster payment:
	www.bowne.com /newsletters/newsletter.asp?storyID=97 (419 words)

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