Samuel W. Krause, L.L.M. (Tax)

krause@skinnerlawgroup.com
Office: (818) 710-7700
Direct: (818) 710-7700

SERVICES

  • Tax

  • Business solutions

  • Employment

  • Corporate

 

NARRATIVE

Sam is Senior Counsel with Skinner Law Group. He currently focuses his practice on tax, business disputes and employment. He represents clients on a broad range of corporate matters across numerous industries, including traditional manufacturing, life sciences and technology. Prior to joining Skinner Law Group, he worked at Skadden Arps, Hogan & Hartson, and the U.S. Department of Labor.

He has advised numerous entrepreneurs heading start-ups and represents many other emerging companies in various stages of growth including:

  • Formation and governance issues
  • Angel and venture capital financings
  • Mergers and acquisitions
  • Employment and Employee Benefits matters
  • Securities law compliance
  • Public offerings
  • Commercial and strategic transactions

Sam also works on all facets of executive compensation and employee benefits matters including:

  • Executive employment agreements, severance plans and agreements, stock options and other equity-based compensation plans, deferred compensation plans and IRC Section 409A and 457 issues.
  • Executive compensation, employee benefits and ERISA-related issues in structured finance transactions, private equity and hedge fund formation, bankruptcy proceedings, and proxy contests.
  • Tax-qualified and non-qualified pension and welfare plans, including fiduciary responsibility/prohibited transactions, single and multi-employer plan liability matters.

He also provides advice and counsel with respect to:

  • Compliance and administration issues under the Code and ERISA with regard to qualified and non-qualified plans and health and welfare plans, including determination requests and voluntary compliance programs
  • Litigation and audit support with respect to actions brought under the Code and ERISA
  • Executive compensation and employee benefits issues in the context of financings, cross-border transactions, private investment company matters and national and international merger and acquisition transactions
  • Compliance with the Patient Protection and Affordable Care Act (PPACA)
  • The structuring and offering of private equity and hedge fund investment vehicles to pension plans and other institutional investors
  • The fiduciary obligations of investment managers, trustees and other fiduciaries, including matters involving ERISA litigation, U.S. Department of Labor exemption requests and matters involving the Pension Benefit Guaranty Corporation, Internal Revenue Service and other government agencies
  • Duty of care, fiduciary responsibilities, conflicts of interest and other statutory duties under state and federal laws with regard to boards of trustees of pension and other employee benefits funds, as well as financial institutions and companies sponsoring such funds
  • Matters involving litigation under ERISA and the Code

REPRESENTATIVE MATTERS

  • Represented start-ups through all states of growth and development in internet retailing, information technology, life-sciences, heavy and light equipment manufacturing, food service, restaurant and hospitality, and fashion apparel industries.
  • Represented a leading news, publishing and entertainment media corporation in its multi-billion dollar acquisition of a leading daily financial journal and securities index. Performed and coordinated all benefits due diligence, negotiated and drafted all aspects of ERISA, executive compensation and employee benefits issues in purchase and sale agreement, as well as post-acquisition issues including disposition of acquired subsidiaries and restructuring of executive compensation and employee benefits of retained surviving subsidiary corporations (including, where necessary, merger of acquired operations into existing subsidiaries of acquiring parent corporation).
  • Represented a leading international chemical company in its multi-billion dollar acquisition of a US based Fortune 500 chemical manufacturer. Performed and coordinated all benefits due diligence, negotiated and drafted all aspects of ERISA, executive compensation and employee benefits issues in purchase and sale agreement, as well as post-acquisition issues including restructuring of executive compensation and employee benefits of retained surviving subsidiary corporations (including, where necessary, merger of acquired operations into existing subsidiaries of acquiring parent corporation), integration of acquired corporation into surviving corporate structure, negotiation and renegotiation of financing and partial divestment.
  • Represented a leading international restaurant corporation in its multi-billion dollar acquisition of competing food service corporation. Performed and coordinated all benefits due diligence, negotiated and drafted all aspects of ERISA, executive compensation and employee benefits issues in purchase and sale agreement, as well as post-acquisition issues including disposition of acquired subsidiaries and restructuring of executive compensation and employee benefits of retained surviving subsidiary corporations (including, where necessary, merger of acquired operations into existing subsidiaries of acquiring parent corporation).
  • Represented multi-billion dollar defendant ESOP owned hotel chain with respect to fiduciary responsibility issues in class action litigation.
  • Represented multi-billion dollar international internet search company in merger negotiations and various employee benefit litigations matters.
  • Represented various international financial institutions with respect to multi-billion dollar acquisitions of leading investment managers. Led substantial negotiations with the PBGC, FDIC and US Department of Labor.
  • Represented numerous international private equity and hedge fund investment managers with respect to fund formation and structuring, acquisition and sale of target companies, post acquisition issues, including, but not limited to substantial negotiation with IRS, PBGC and U.S. Department of Labor.
  • Represented large international consumer baked goods manufacturer and retailer during Chapter 11 restructuring, including disposition of various subsidiaries and reorganization of surviving subsidiary corporations following close of the bankruptcy. Performed and coordinated all benefits due diligence, negotiated and drafted all aspects of ERISA, executive compensation and employee benefits issues in purchase and sale agreements, as well as substantial post bankruptcy issues including corporation wide executive compensation and employee benefits restructuring for surviving company and its subsidiaries, as well as design and implementation of new executive compensation and employee benefits for newly restructured corporation. Led substantial negotiations with U.S. Department of Labor, PBGC and various creditors committees.
  • Represented large international electronics retailer during Chapter 7 liquidation, including disposition of various assets and subsidiaries. Performed and coordinated all benefits due diligence, negotiated and drafted all aspects of ERISA, executive compensation and employee benefits issues in purchase and sale agreements and settlement agreement, as well as substantial negotiations with U.S. Department of labor and PBGC.
  • Represented large regional television station holding company during Chapter 11 restructuring, including disposition of various subsidiaries and reorganization of surviving subsidiary corporations following close of the bankruptcy. Performed and coordinated all benefits due diligence, negotiated and drafted all aspects of ERISA, executive compensation and employee benefits issues in purchase and sale agreements, as well as substantial post-acquisition issues including corporation wide executive compensation and employee benefits restructuring for surviving subsidiaries, as well as design and implementation of new executive compensation and employee benefits for newly acquired subsidiary corporations and newly restructured parent corporation.

PROFESSIONAL AFFILIATIONS

  • California Bar Association
  • New York Bar Association

PUBLICATIONS

Books:

  • Equity Compensation for Limited Liability Companies, The National Center for Employee Ownership, 2013, Co-Author
  • Section 409A Handbook, BNA Books, 2010, Contributing Co-Author (Chapter)

Articles:

  • Revival of Section 1042 of Internal Revenue Code and Uncertain Post-2012 Capital Gains Rates, Jackson Lewis LLP, September 6, 2012, Author
  • Making Your 2011 Resolution List? Start the New Year Right by Considering the Changes to Your Pension and ERISA Plans, San Francisco Daily Journal (January 2011) and Los Angeles Daily Journal (January, 2011), Co-Author
  • Will Congress Repeal Health Care Reform?, San Francisco Daily Journal (November 17, 2010) and Los Angeles Daily Journal (November 17, 2010), Co-Author
  • Lady Gaga and Health Care Reform, San Francisco Daily Journal (October 18, 2010) and Los Angeles Daily Journal (October 18, 2010), Co-Author
  • TARP Report: February 16, 2009 — Stimulus Bills Tightens Limits on Executive Compensation for TARP Recipients”, Skadden, Arps, Slate, Meagher & Flom LLP, February 16, 2009, Author
  • TARP Report: February 6, 2009 — Regulator Approves Private Equity Investment in Thrift Institution, Skadden, Arps, Slate, Meagher & Flom LLP, February 6, 2009, Author
  • TARP Report: February 4, 2009 — Treasury Department Issues New Guidelines, Skadden, Arps, Slate, Meagher & Flom LLP, February 4, 2009, Author
  • TARP Report: February 3, 2009 — TARP and Financial Institutions Developments, Skadden, Arps, Slate, Meagher & Flom LLP, February 3, 2009, Author
  • TARP Report for January 27, 2009: EESA Reforms, Bankruptcy Modification, Foreclosure Prevention and the Inspector General’s Review, Skadden, Arps, Slate, Meagher & Flom LLP, January 27, 2009, Author
  • IRS Provides Interim Guidance under New Section 457A of the Internal Revenue Code, Skadden, Arps, Slate, Meagher & Flom LLP, January 21, 2009, Author
  • Executive Compensation: Emerging Trends and Driving Forces, Skadden, Arps, Slate, Meagher & Flom LLP, January 12, 2009, Author
  • Treasury Issues Further Guidance on Executive Compensation under the Emergency Economic Stabilization Act of 2008, Skadden, Arps, Slate, Meagher & Flom LLP, October 21, 2008, Author
  • Investment Managers of Offshore Funds No Longer Permitted to Defer the Taxation of Incentive Fees, Skadden, Arps, Slate, Meagher & Flom LLP, October 7, 2008, Author
  • IRS Grants Transition Relief Under Code Section 162(m) Where Performance-Based Awards Are Also Payable on Terminations of Employment, Skadden, Arps, Slate, Meagher & Flom LLP, February 25, 2008, Author
  • Much-Anticipated Guidance Extends 409A Relief to December 2008, Skadden, Arps, Slate, Meagher & Flom LLP, October 23, 2007, Author
  • IRS Notice Provides Some 409A Transition Relief but Leaves Significant Work for 2007, Skadden, Arps, Slate, Meagher & Flom LLP, September 12, 2007, Author
  • 409A Compliance Deadline Fast Approaching, Skadden, Arps, Slate, Meagher & Flom LLP, August 29, 2007, Author
  • IRS/Treasury Issue Final Deferred Compensation Regulations, Skadden, Arps, Slate, Meagher & Flom LLP, April 25, 2007, Author
  • How Employee Benefits and Executive Compensation Issues Affect the Sale of a Business, ALI-ABA Business Law Course Materials Journal, pp 5-21, April 2007, Author
  • SEC Adopts Amendments to Executive Compensation Disclosure Rules Relating to the Reporting of Equity Grants, Skadden, Arps, Slate, Meagher & Flom LLP, December 27, 2006, Author
  • The Pension Protection Act of 2006 and Its Implications for Investment Funds and ERISA Fiduciaries, Skadden, Arps, Slate, Meagher & Flom LLP, August 2006, Author
  • Proposed Regulations Issued Under New Deferred Compensation Rules, Skadden, Arps, Slate, Meagher & Flom LLP, September 30, 2005, Author
  • Investment Managers of Offshore Funds No Longer Permitted to Defer the Taxation of Incentive Fees, Skadden, Arps, Slate, Meagher & Flom LLP, October 7, 2008, Author

SPEAKING ENGAGEMENTS

  • Get Ready for Change: What’s happening in 2011 to your health and 401K plans?, Employment Toolkit Seminar, Snell & Wilmer, Costa Mesa, CA (October 2010), Speaker
  • REBA/Executive Bonus Plans: Potential Section 409A Issues and Traps for the Unwary, NFP Partners Financial 2008 Spring Conference, February 23-25, 2008, Speaker
  • Section 409A: Update & Planning Opportunities, NFP Partners Financial 2008 Spring Conference, February 23-25, 2008, Speaker
  • Executive Compensation and Employee Benefits Issues in Corporate Reorganizations and Bankruptcies, ABA Tax Division, Young Lawyer’s Spring Conference 2006, May 19-21, 2006, Speaker

HIGHER EDUCATION

  • New York University School of Law, L.L.M. (Tax), 1999
  • Hofstra University School of Law, J.D., 1998
    • Hofstra Labor Law Journal, Staff Member
  • California State University of Northridge, B.A., 1995

ADMISSIONS

  • California
  • New York