Colleen Hart

Colleen Hart is a partner in the Tax Department and a member of the Employee Benefits & Executive Compensation Group.

Colleen advises companies, executives and boards on complex executive compensation matters. She offers a multidisciplinary approach to compensation and benefits issues with a focus on tax planning, securities laws and corporate governance. Matters she handles include the negotiation, structuring and implementation of employment and change-in-control agreements and deferred compensation, equity and incentive compensation plans. She advises on golden parachute and deduction limitation rules, securities reporting, registration and disclosure requirements and California employment laws. In addition, Colleen has extensive experience advising clients on compensation and benefits issues arising in mergers and acquisitions, initial public offerings, bankruptcies and finance transactions.

Colleen is a contributing author of The 409A Handbook (BNA 2016) and lectures frequently on executive compensation matters. As a U.S. Navy veteran, Colleen devotes a substantial amount of time to organizations that provide legal and support services to U.S. veterans.

Firm/Organization: Proskauer Rose LLP

Blogs: Employee Benefits & Executive Compensation Blog, Proskauer For Good, Tax Talks, The Capital Commitment

Latest Articles

Tax Talks

IRS Releases Preliminary Guidance on Certain Aspects of the Amended Section 162(m) Provisions

By Colleen Hart, Michael Sirkin, Ali Fawaz, Kate Napalkova & Katrine Berger on August 29, 2018

The Internal Revenue Service has published Notice 2018-68 (the “Notice”), which provides long awaited, but limited guidance on the recent amendments to Section 162(m) of the Internal Revenue Code (“Section 162(m)”) by the Tax Cuts and Jobs Act of 2017 (the “TCJA”). Specifically, the Notice provides guidance regarding the identification of a “covered employee” and the grandfathering rules governing written and binding arrangements in effect on November 2, 2017. The Notice applies to any taxable…

Proskauer For Good

Serving Those Who Served with PATHCooks

By Colleen Hart on November 7, 2017

Los Angeles has the highest population of homeless veterans in the United States. Proskauer’s Los Angeles office supports several programs that provide direct assistance to LA’s homeless veterans, including PATHCooks. Several times a year, Proskauer volunteers plan and serve dinner to the residents of PATH’s Westside Center through the PATHCooks program. PATH’s Westside Center provides interim housing to get homeless veterans off the streets as quickly as possible while they work with the Veterans…

Employee Benefits & Executive Compensation Blog

Looking Ahead to the 2018 Proxy Season: Preparing for CEO Pay Ratio Rules Disclosure Requirements

By Colleen Hart, Joshua Miller, Katrine Berger & Christoffer Lee on September 29, 2017

Pay ratio disclosure rules requiring public companies to disclose the ratio between the annual total compensation of the median employee and the company’s principal executive officer are effective for fiscal years beginning on or after January 1, 2017. Accordingly, most public companies will need to comply with the rules beginning with the 2018 proxy season. Please visit the Proskauer Tax Talks Blog to read more about the pay ratio rules generally and additional interpretive guidance…

Tax Talks

SEC Adopts Additional Guidance on CEO Pay Ratio Rule

By Katrine Berger, Colleen Hart, Christoffer Lee & Joshua Miller on September 29, 2017

On September 21, 2017, the Securities and Exchange Commission (the “SEC”) adopted interpretive guidance regarding Item 402(u) of Regulation S-K, which governs pay ratio disclosure. The interpretive guidance is intended to provide assistance to companies choosing to use statistical sampling in determining their median employee. In the interpretive guidance, the SEC indicated that it would not pursue enforcement actions against companies that use reasonable estimates, assumptions or methodologies, unless the related disclosures were made without…

Tax Talks

Looking Ahead to the 2018 Proxy Season: Preparing for CEO Pay Ratio Rules Disclosure Requirements

By Katrine Berger, Colleen Hart, Christoffer Lee & Joshua Miller on September 19, 2017

As part of the Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in July 2010, Congress directed the Securities and Exchange Commission (SEC) to adopt pay ratio disclosure requiring public companies to disclose the ratio between the annual total compensation of the median employee and the company’s principal executive officer (PEO), generally the company’s chief executive officer (CEO). The Pay Ratio rules required the SEC to amend Item 402 of Regulations S-K, related to…

Tax Talks

California “Waiting Time Penalties” Are Not Wages For Federal Income Tax Purposes

By Colleen Hart & Sara C. Richland on April 29, 2016

Our colleagues over at Proskauer’s ERISA Practice Center Blog have noted that a recent IRS information letter confirms that “waiting time penalties” paid under California law are not wages for federal income tax withholding purposes. Please click here for the full post and please see Chief Counsel Advice Memorandum 201522004 and IRS Information Letter 2016-0026 for additional information and guidance on this matter.…

The Capital Commitment

Sun Capital Court Finds Co-Investing Funds Part of Controlled Group and Liable for Portfolio Company’s Pension Liabilities

By Ira G. Bogner, Colleen Hart & Justin Alex on April 7, 2016

A recent decision by a Massachusetts federal court judge could expand liability for co-investing private funds. On remand from the First Circuit, the District Court in Sun Capital Partners III, LP v. New England Teamsters and Trucking Industry Pension Fund held that co-investing funds were part of a portfolio company’s “controlled group” and therefore potentially liable for the portfolio company’s multiemployer plan withdrawal liability. In doing so, the District Court (1) essentially substituted the statutory…

Tax Talks

Sun Capital Court Finds Co-Investing Funds Part of Controlled Group and Liable for Portfolio Company’s Pension Liabilities

By Colleen Hart on April 6, 2016

In a decision that could have far-reaching implications for private investment funds, a District Court held that co-investing funds were part of a portfolio company’s controlled group and that the funds were thus liable for that portfolio company’s multiemployer plan withdrawal liability. The District Court essentially substituted the statutory 80% ownership threshold for controlled group liability with a facts-and-circumstances analysis that could establish controlled groups among separate independent entities with ownership interests below 80% in…

Employee Benefits & Executive Compensation Blog

Sun Capital Court Finds Co-Investing Funds Part of Controlled Group and Liable for Portfolio Company’s Pension Liabilities

By Ira G. Bogner, Colleen Hart & Justin Alex on April 6, 2016

As we previously reported, in Sun Capital, the U.S. Court of Appeals for the First Circuit held in 2013 that a private investment fund, pursuant to the so-called “investment plus” test first articulated by the Pension Benefit Guaranty Corporation (the PBGC), was engaged in a “trade or business” under the Employee Retirement Income Security Act of 1974, as amended (ERISA) and could therefore be part of a “controlled group” with one of its portfolio…

Tax Talks

IRS Releases Guidance on Treatment of Incentive Stock Options in Reorganizations

By Colleen Hart & Gary Tashjian on October 12, 2015

On May 8, 2015, the Office of Chief Counsel of the Internal Revenue Service released Chief Counsel Advice Memorandum No. 201519031 (available here) describing the difference in tax consequences of a disposition of shares acquired upon exercise of an incentive stock option in a merger that constitutes a reorganization as compared to a merger that does not constitute a reorganization. The IRS Office of Chief Counsel generally advised that where the shares are converted…

Colleen Hart

IRS Releases Preliminary Guidance on Certain Aspects of the Amended Section 162(m) Provisions

Serving Those Who Served with PATHCooks

Looking Ahead to the 2018 Proxy Season: Preparing for CEO Pay Ratio Rules Disclosure Requirements

SEC Adopts Additional Guidance on CEO Pay Ratio Rule

Looking Ahead to the 2018 Proxy Season: Preparing for CEO Pay Ratio Rules Disclosure Requirements

California “Waiting Time Penalties” Are Not Wages For Federal Income Tax Purposes

Sun Capital Court Finds Co-Investing Funds Part of Controlled Group and Liable for Portfolio Company’s Pension Liabilities

Sun Capital Court Finds Co-Investing Funds Part of Controlled Group and Liable for Portfolio Company’s Pension Liabilities

Sun Capital Court Finds Co-Investing Funds Part of Controlled Group and Liable for Portfolio Company’s Pension Liabilities

IRS Releases Guidance on Treatment of Incentive Stock Options in Reorganizations

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