J. MarcFosse
Partner
Employee Benefits
mfosse@seyfarth.com
Marc leverages nearly three decades of experience to help his clients resolve their complex legal challenges relating to a wide range of compensation, benefits, and payroll matters.
More About J. Marc
Marc works with publicly traded, private, nonprofit, and government clients in the design, implementation, and operation of domestic and international executive nonqualified and supplemental deferred compensation plans, as well as equity-based and other long-term incentive compensation arrangements. Marc regularly assists clients in drafting and negotiating executive employment, retention, change in control, and severance agreements. He advises clients on handling employee benefit matters in corporate mergers, acquisitions, divestitures, initial public offerings, and other corporate transactions. Because of his depth of experience in executive compensation matters, he is frequently retained to assist organizations in finding practical solutions or corrections for high-value potential failures to comply with tax rules.
He is co-author of the treatise “Executive Compensation for Emerging Growth Companies” (4th edition) which is updated annually and published by Thomson Reuters. The treatise not only analyzes the corporate, tax, and securities laws for executive compensation, it also includes over forty form agreements, plans, resolutions and prospectuses for addressing an entity’s executive compensation needs from start up to its initial public offering. The form documents in this seminal treatise are made available by Westlaw and have influenced the plan documents and agreements used by law firms for documenting equity and other executive compensation arrangements.
Marc is nationally recognized as an expert on executive compensation and is frequently asked to present on compensation and benefit issues by national and local industry associations. He has also been listed as a “Top-Rated Employee Benefits Attorney” in San Francisco by Super Lawyers (Thomson Reuters) since 2019.
He is co-author of the treatise “Executive Compensation for Emerging Growth Companies” (4th edition) which is updated annually and published by Thomson Reuters. The treatise not only analyzes the corporate, tax, and securities laws for executive compensation, it also includes over forty form agreements, plans, resolutions and prospectuses for addressing an entity’s executive compensation needs from start up to its initial public offering. The form documents in this seminal treatise are made available by Westlaw and have influenced the plan documents and agreements used by law firms for documenting equity and other executive compensation arrangements.
Marc is nationally recognized as an expert on executive compensation and is frequently asked to present on compensation and benefit issues by national and local industry associations. He has also been listed as a “Top-Rated Employee Benefits Attorney” in San Francisco by Super Lawyers (Thomson Reuters) since 2019.
- LLM, Georgetown University Law Center
- JD, University of Wyoming College of Law
- California
- Virginia
- US District Court, Eastern District of Virginia
Related Services
Executive Compensation
- Advised large norther California healthcare network about claim for constructive termination of senior executive.
- Prepared omnibus incentive plan, grant agreements, Form S-8, 10(a) prospectus, and shareholder proposal for proxy of NASDAQ-traded national discount retail store with over $9 billion in annual gross sales.
- Provided legal counsel and project management for restatement of employee stock purchase plan (ESPP) to expand eligibility to foreign subsidiaries of a Fortune 500 automotive retailer.
- Provided legal advice regarding nonqualified stock purchase plan for national grocery chain.
- Advised over ten private schools in San Francisco Bay Area in drafting employment agreements and nonqualified deferred compensation plans for heads of school
- Prepared elective account balance nonqualified deferred compensation plan (DCP) for NASDAQ-traded electronics measurement company.
- Prepared supplemental executive retirement plan for banking industry CEO.
- Amended DCP of NYSE life sciences company to permit deferral of equity compensation awards.
- Prepared CD&A for regional financial institution.
- Provided legal advice regarding CD&A for NASDAQ-traded fix-price discount retailer.
M&A
- Represented management shareholders in acquisition of, and co-investment in, aging and independent living solutions company.
- Provided legal advice and due diligence regarding employee benefit and executive compensation matters for national fixed-price discount retailer’s $10 billion acquisition of competitor national discount retailer.
- Provided legal advice and due diligence regarding employee benefits and executive compensation for international computer security company’s $220 million acquisition of mobile security device company.
- Provided legal advice and due diligence regarding employee benefits for global software and services company, with approximately $1.75 billion in sales, in acquisition of supplier of emulation platforms.
Qualified Retirement Plans
- Prepared determination letter application for pension plan of California nonprofit hospital.
- Provided legal advice to national cosmetic chain regarding merger of 401(k) plan of acquired cosmetic manufacture.
- Prepared summary plan description and 10(a) prospectus for employer stock fund offered in 401(k) plan of NYSE-traded global household products company.
Income Tax Reporting and Withholding
- Prepared legal opinion for California city regarding potential liabilities for failure to properly withhold employment taxes, and steps to correct failures under federal and state law.
- Provided legal advice regarding correction of late FICA withholding for payment under defined benefit nonqualified deferred compensation plan.
- Provided legal advice regarding tax withholding and reporting of payments from nonqualified deferred compensation plan assigned to alternate payee under domestic relations order
Related Trends
Related News & Insights
-
Blog Post
Oct 3, 2024
Noncompete Agreements – Employer Options and Strategies to Reduce Risks
-
Legal Update
Jun 11, 2024
FTC Non-Compete Ban: What You Need to Know
-
Attorney Publication
05/14/2024
Marc Fosse and Richard Loebl Write on Rules Applying to Equity Awards and Reductions in Force in Employee Benefit News
-
Blog Post
May 6, 2024
Webinar Recap! Deciphering the FTC’s Non-Compete Ban: Navigating the New Regulatory Terrain and Adequately Protecting Employers’ Interests
- E. Randolph Williams award for pro bono services
- San Francisco Chapter Western Pension & Benefits Council, Program Co-Chair
- National Association of Stock Planning Professionals
- American Bar Association, Joint Committee on Employee Benefits
- San Francisco Bar Association
- American Payroll Association
- Co-Author, "Benefits Think When it comes to equity awards and reductions in force, there are few fixed rules," Employee Benefit News (May 14, 2024)
- Co-Author, “FTC Non-Compete Ban: What You Need to Know,” Legal Update, Seyfarth Shaw LLP (April 25, 2024)
- Co-Author, "Securities and Exchange Commission Pay Versus Performance Updates," Legal Update, Seyfarth Shaw LLP (March 14, 2024)
- Co-Author, Executive Compensation for Emerging Growth Companies, 4th Edition (2022)
- FICA Tax Withholding and Reporting for Section 457(b) and 457(f) Nonqualified Deferred Compensation Plans (July 2022)
- Nonqualified Deferred Compensation Plans must be Amended by December 31, 2020, to Remove Mandatory Payment Delays due to 162(m) Nondeducibility (October 2020)
- IRS Issues Interim Guidance under Notice 2019-09 on Section 4960 Excise Tax to Tax-Exempt Organizations and Certain Governmental Entities (June 2019)
- How Tax Reform May Affect Compensation in Collegiate Athletic Departments (March 2018)
- Using Section 83(i) to Take Advantage of the New Tax Code, Law360 (January 2018)
- New Section 83(i) of the Internal Revenue Code – Qualified Equity Grant Programs Permit Employees to Elect to Defer Income Taxes on Stock Options or RSUs, (January 2018)
- Latest from IRS on Section 409A Relief, Law360 (January 2018)
- Tax Reform Provisions Affecting Employer-Provided Compensation and Benefits (December 2017)
- UPDATE: Latest Senate Markup of the “Tax Cuts and Jobs Act” Strikes Provisions that Would Have Drastically Changed Nonqualified Deferred Compensation Arrangements, While Retaining Revisions to 162(m) Limits on Executive Pay (December 2017)
- Executive Compensation Programs Are Still on the Chopping Block in Senate Version of ‘Tax Cuts and Jobs Act’ (November 2017)
- New Claims Procedures for Nonqualified Plans?, Law360 (September 2017)
- Co-Presenter, “Deciphering the FTC's Non-Compete Ban: Navigating the New Regulatory Terrain and Adequately Protecting Employers' Interests,” Webinar, Seyfarth Shaw LLP (May 3, 2024)
- "Mastering Code Section 457(f) Nonqualified Deferred Compensation," Webinar, Strafford (October 2022)
- "Employee Severance Agreements and Section 409A Deferred Compensation," Webinar, Strafford (July 2022)
- "Share-Based Compensation," Webinar, Lorman (December 2021)
- "Tax Consequences of Deferred Compensation," Webinar, Strafford (September 23, 2021)
- "Structuring Deferred Compensation," Webinar, Strafford (March 3, 2021)
- Panel Member, "4960 Excise Tax on Nonprofit Executive Compensation," American Bar Association, Tax and Real Estate Sections, Joint Fall Meeting (October 2019)
- "Anatomy of an Employment Agreement," Firm Webinar, September 2019
- "Share Based Compensation – Impact of Recent Events on Equity Compensation," Webinar, Strafford (August 2019)
- "Equity Compensation Tool Kit for Start Up Companies, Association of Corporate Counsel," (February 2019)
- "Worker Classification in the Gig Economy," American Bar Association, Fall Tax Section Meeting (October 2018)
- "What Employers Need to Know About the Tax Cuts and Jobs Act," Bar Association of San Francisco, Tax Section (August 2018)
- Moderator, "Ask the Retirement Experts, Western Pension & Benefits Council," San Francisco Chapter Meeting (April 2018)
- "Nonprofit & Exempt Organization Executives & Employees: New IRS Guidance on Deferred Compensation," Webinar, Strafford (April 2018)
- Speaker, "Non-Qualified Deferred Compensation Plans – Best Practices," Mid-Size Retirement and Healthcare Conference (March 2018)
- "Tax Cuts and Jobs Act – How Will It Affect Executive Compensation," Webinar, The Knowledge Group (February 2018)
- "Nonprofits and Exempt Organizations After Tax Reform: Preparing for Massive Changes," Webinar, Strafford (February 2018)
- Presenter, "Roundtable of Tax-Exempt Health Care Providers on Tax Reform and Executive Compensation" (January 2018)
- "The New Section 409A and 457(f) Deferred Compensation Rules Demystified," Webinar, The Knowledge Group (May 2017)
- Presenter, "457(f) Proposed Regulations," 13th Annual Hood & Strong University (May 2017)
- "Mastering New IRC 457(f) Plan Guidance for ERISA Counsel: Structuring Deferred Comp Plans for Nonprofit Entities," Webinar, Strafford (April 2017)
- Panel Moderator, "2017 Legislative Updates," Western Pension & Benefits Council (WP&BC) San Francisco Chapter Meeting (January 2017)
- "New IRC 457(f) Deferred Compensation Rules for Nonprofits: Preparing for Major Changes Ahead," Webinar, Strafford (December 2016)
- Board Member, One Step Beyond, Inc.
Marc leverages nearly three decades of experience to help his clients resolve their complex legal challenges relating to a wide range of compensation, benefits, and payroll matters.
More About J. Marc
Marc works with publicly traded, private, nonprofit, and government clients in the design, implementation, and operation of domestic and international executive nonqualified and supplemental deferred compensation plans, as well as equity-based and other long-term incentive compensation arrangements. Marc regularly assists clients in drafting and negotiating executive employment, retention, change in control, and severance agreements. He advises clients on handling employee benefit matters in corporate mergers, acquisitions, divestitures, initial public offerings, and other corporate transactions. Because of his depth of experience in executive compensation matters, he is frequently retained to assist organizations in finding practical solutions or corrections for high-value potential failures to comply with tax rules.
He is co-author of the treatise “Executive Compensation for Emerging Growth Companies” (4th edition) which is updated annually and published by Thomson Reuters. The treatise not only analyzes the corporate, tax, and securities laws for executive compensation, it also includes over forty form agreements, plans, resolutions and prospectuses for addressing an entity’s executive compensation needs from start up to its initial public offering. The form documents in this seminal treatise are made available by Westlaw and have influenced the plan documents and agreements used by law firms for documenting equity and other executive compensation arrangements.
Marc is nationally recognized as an expert on executive compensation and is frequently asked to present on compensation and benefit issues by national and local industry associations. He has also been listed as a “Top-Rated Employee Benefits Attorney” in San Francisco by Super Lawyers (Thomson Reuters) since 2019.
He is co-author of the treatise “Executive Compensation for Emerging Growth Companies” (4th edition) which is updated annually and published by Thomson Reuters. The treatise not only analyzes the corporate, tax, and securities laws for executive compensation, it also includes over forty form agreements, plans, resolutions and prospectuses for addressing an entity’s executive compensation needs from start up to its initial public offering. The form documents in this seminal treatise are made available by Westlaw and have influenced the plan documents and agreements used by law firms for documenting equity and other executive compensation arrangements.
Marc is nationally recognized as an expert on executive compensation and is frequently asked to present on compensation and benefit issues by national and local industry associations. He has also been listed as a “Top-Rated Employee Benefits Attorney” in San Francisco by Super Lawyers (Thomson Reuters) since 2019.
- LLM, Georgetown University Law Center
- JD, University of Wyoming College of Law
- California
- Virginia
- US District Court, Eastern District of Virginia
Related Services
Executive Compensation
- Advised large norther California healthcare network about claim for constructive termination of senior executive.
- Prepared omnibus incentive plan, grant agreements, Form S-8, 10(a) prospectus, and shareholder proposal for proxy of NASDAQ-traded national discount retail store with over $9 billion in annual gross sales.
- Provided legal counsel and project management for restatement of employee stock purchase plan (ESPP) to expand eligibility to foreign subsidiaries of a Fortune 500 automotive retailer.
- Provided legal advice regarding nonqualified stock purchase plan for national grocery chain.
- Advised over ten private schools in San Francisco Bay Area in drafting employment agreements and nonqualified deferred compensation plans for heads of school
- Prepared elective account balance nonqualified deferred compensation plan (DCP) for NASDAQ-traded electronics measurement company.
- Prepared supplemental executive retirement plan for banking industry CEO.
- Amended DCP of NYSE life sciences company to permit deferral of equity compensation awards.
- Prepared CD&A for regional financial institution.
- Provided legal advice regarding CD&A for NASDAQ-traded fix-price discount retailer.
M&A
- Represented management shareholders in acquisition of, and co-investment in, aging and independent living solutions company.
- Provided legal advice and due diligence regarding employee benefit and executive compensation matters for national fixed-price discount retailer’s $10 billion acquisition of competitor national discount retailer.
- Provided legal advice and due diligence regarding employee benefits and executive compensation for international computer security company’s $220 million acquisition of mobile security device company.
- Provided legal advice and due diligence regarding employee benefits for global software and services company, with approximately $1.75 billion in sales, in acquisition of supplier of emulation platforms.
Qualified Retirement Plans
- Prepared determination letter application for pension plan of California nonprofit hospital.
- Provided legal advice to national cosmetic chain regarding merger of 401(k) plan of acquired cosmetic manufacture.
- Prepared summary plan description and 10(a) prospectus for employer stock fund offered in 401(k) plan of NYSE-traded global household products company.
Income Tax Reporting and Withholding
- Prepared legal opinion for California city regarding potential liabilities for failure to properly withhold employment taxes, and steps to correct failures under federal and state law.
- Provided legal advice regarding correction of late FICA withholding for payment under defined benefit nonqualified deferred compensation plan.
- Provided legal advice regarding tax withholding and reporting of payments from nonqualified deferred compensation plan assigned to alternate payee under domestic relations order
Related Trends
Related News & Insights
-
Blog Post
Oct 3, 2024
Noncompete Agreements – Employer Options and Strategies to Reduce Risks
-
Legal Update
Jun 11, 2024
FTC Non-Compete Ban: What You Need to Know
-
Attorney Publication
05/14/2024
Marc Fosse and Richard Loebl Write on Rules Applying to Equity Awards and Reductions in Force in Employee Benefit News
-
Blog Post
May 6, 2024
Webinar Recap! Deciphering the FTC’s Non-Compete Ban: Navigating the New Regulatory Terrain and Adequately Protecting Employers’ Interests
- E. Randolph Williams award for pro bono services
- San Francisco Chapter Western Pension & Benefits Council, Program Co-Chair
- National Association of Stock Planning Professionals
- American Bar Association, Joint Committee on Employee Benefits
- San Francisco Bar Association
- American Payroll Association
- Co-Author, "Benefits Think When it comes to equity awards and reductions in force, there are few fixed rules," Employee Benefit News (May 14, 2024)
- Co-Author, “FTC Non-Compete Ban: What You Need to Know,” Legal Update, Seyfarth Shaw LLP (April 25, 2024)
- Co-Author, "Securities and Exchange Commission Pay Versus Performance Updates," Legal Update, Seyfarth Shaw LLP (March 14, 2024)
- Co-Author, Executive Compensation for Emerging Growth Companies, 4th Edition (2022)
- FICA Tax Withholding and Reporting for Section 457(b) and 457(f) Nonqualified Deferred Compensation Plans (July 2022)
- Nonqualified Deferred Compensation Plans must be Amended by December 31, 2020, to Remove Mandatory Payment Delays due to 162(m) Nondeducibility (October 2020)
- IRS Issues Interim Guidance under Notice 2019-09 on Section 4960 Excise Tax to Tax-Exempt Organizations and Certain Governmental Entities (June 2019)
- How Tax Reform May Affect Compensation in Collegiate Athletic Departments (March 2018)
- Using Section 83(i) to Take Advantage of the New Tax Code, Law360 (January 2018)
- New Section 83(i) of the Internal Revenue Code – Qualified Equity Grant Programs Permit Employees to Elect to Defer Income Taxes on Stock Options or RSUs, (January 2018)
- Latest from IRS on Section 409A Relief, Law360 (January 2018)
- Tax Reform Provisions Affecting Employer-Provided Compensation and Benefits (December 2017)
- UPDATE: Latest Senate Markup of the “Tax Cuts and Jobs Act” Strikes Provisions that Would Have Drastically Changed Nonqualified Deferred Compensation Arrangements, While Retaining Revisions to 162(m) Limits on Executive Pay (December 2017)
- Executive Compensation Programs Are Still on the Chopping Block in Senate Version of ‘Tax Cuts and Jobs Act’ (November 2017)
- New Claims Procedures for Nonqualified Plans?, Law360 (September 2017)
- Co-Presenter, “Deciphering the FTC's Non-Compete Ban: Navigating the New Regulatory Terrain and Adequately Protecting Employers' Interests,” Webinar, Seyfarth Shaw LLP (May 3, 2024)
- "Mastering Code Section 457(f) Nonqualified Deferred Compensation," Webinar, Strafford (October 2022)
- "Employee Severance Agreements and Section 409A Deferred Compensation," Webinar, Strafford (July 2022)
- "Share-Based Compensation," Webinar, Lorman (December 2021)
- "Tax Consequences of Deferred Compensation," Webinar, Strafford (September 23, 2021)
- "Structuring Deferred Compensation," Webinar, Strafford (March 3, 2021)
- Panel Member, "4960 Excise Tax on Nonprofit Executive Compensation," American Bar Association, Tax and Real Estate Sections, Joint Fall Meeting (October 2019)
- "Anatomy of an Employment Agreement," Firm Webinar, September 2019
- "Share Based Compensation – Impact of Recent Events on Equity Compensation," Webinar, Strafford (August 2019)
- "Equity Compensation Tool Kit for Start Up Companies, Association of Corporate Counsel," (February 2019)
- "Worker Classification in the Gig Economy," American Bar Association, Fall Tax Section Meeting (October 2018)
- "What Employers Need to Know About the Tax Cuts and Jobs Act," Bar Association of San Francisco, Tax Section (August 2018)
- Moderator, "Ask the Retirement Experts, Western Pension & Benefits Council," San Francisco Chapter Meeting (April 2018)
- "Nonprofit & Exempt Organization Executives & Employees: New IRS Guidance on Deferred Compensation," Webinar, Strafford (April 2018)
- Speaker, "Non-Qualified Deferred Compensation Plans – Best Practices," Mid-Size Retirement and Healthcare Conference (March 2018)
- "Tax Cuts and Jobs Act – How Will It Affect Executive Compensation," Webinar, The Knowledge Group (February 2018)
- "Nonprofits and Exempt Organizations After Tax Reform: Preparing for Massive Changes," Webinar, Strafford (February 2018)
- Presenter, "Roundtable of Tax-Exempt Health Care Providers on Tax Reform and Executive Compensation" (January 2018)
- "The New Section 409A and 457(f) Deferred Compensation Rules Demystified," Webinar, The Knowledge Group (May 2017)
- Presenter, "457(f) Proposed Regulations," 13th Annual Hood & Strong University (May 2017)
- "Mastering New IRC 457(f) Plan Guidance for ERISA Counsel: Structuring Deferred Comp Plans for Nonprofit Entities," Webinar, Strafford (April 2017)
- Panel Moderator, "2017 Legislative Updates," Western Pension & Benefits Council (WP&BC) San Francisco Chapter Meeting (January 2017)
- "New IRC 457(f) Deferred Compensation Rules for Nonprofits: Preparing for Major Changes Ahead," Webinar, Strafford (December 2016)
- Board Member, One Step Beyond, Inc.