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Anthony G. Provenzano

Partner

aprovenzano@crowell.com
Phone: +1 202.624.2507
1001 Pennsylvania Avenue NW
Washington, DC 20004

Anthony G. Provenzano is a partner in the Washington, DC office, and is a member of the firm's Tax, Labor & Employment and Corporate (ERISA) groups. Anthony’s practice focuses on the tax, ERISA, and other laws impacting executive compensation and employee benefits, as well as the employment tax and reporting issues that may arise with respect to such arrangements. He routinely advises clients on the various rules regarding non-qualified, equity, and tax-qualified arrangements, and the surrounding employment tax and deduction issues. In addition, Mr. Provenzano's practice includes transactions and controversy matters involving the IRS, DOL and PBGC exams and disputes.

Tony’s extensive experience in executive compensation and employee benefit matters allows him to advise clients on the broader legal implications of an arrangement and how various benefit regimes could interact. His experience in handling controversy matters, involving split dollar arrangements, deferred compensation programs, mispriced stock options, and qualified plans, can also help a client understand how plan language may be viewed by a government examiner or a participant asserting a claim. Clients quoted by Chambers have described Mr. Provenzano as "very thorough and very knowledgeable of the tax code."

Tony is frequently asked to speak on matters regarding executive compensation, including deferred compensation and the attendant payroll tax and reporting obligations with respect to such arrangements, the deduction limitations under Internal Revenue Code Section 162(m), defending against IRS executive compensation and employment tax audits, and IRS guidance regarding correction of failures under a Code Section 409A arrangement.

Representative Matters

  • Routinely advises on the Section 409A implications of nonqualified deferred compensation arrangements, supplemental executive retirement plans, employment and severance agreements, and bonus plans.
  • Advised numerous employers regarding permissible corrections of Section 409A failures pursuant to IRS Notice 2008-113 and the potential income inclusion implications under IRS Notice 2008-115 and proposed Treas. Reg. Sec. 1.409A-4.
  • Succesfully defended employer with respect to IRS exam of employer’s pension plan.
  • Advised employer with respect to prohibited transaction issues relating to receipt of warrants to purchase employer stock by the employer’s 401(k) plan.
  • Advised numerous companies regarding the implications of Section 280G and golden parachute payments.
  • Advised employers facing a DOL invesetigation of pension and 401(k) plans.
  • Advised multinational employers on US deduction issues relating to equity and incentive compensation programs when employees perform services both within and without the US.
  • Advised employers on the deduction implications of Section 162(m) as revised under the Tax Cuts and Jobs Act (2017). Specific projects have included identifying amounts subject to the Section 162(m) "grandfather" and assisting large multinationals in identifying the applicable "covered employees."
  • Routinely advise employers on the timing of deductions for pension contributions and bonus payments.
  • Advised automaker on compensation issues, including the buyout of employee stock options, arising from acquisition of technology company by automaker's foreign affiliate.
  • Advised a public company regarding tax and benefits implications of a spin-off of a subsidiary including the potential allocation of the deductions relating to the stock option income.
  • Represented trade association before Treasury and IRS to successfully secure favorable administrative guidance under provisions in the Tax Cuts and Jobs Act (2017), including the excise tax provisions under § 4960.
  • Successfully obtained ruling from IRS concerning correction of employment tax and deduction issues related to mispriced incentive stock options. Mr. Provenzano has also separately obtained a favorable closing agreement relating to an ESOP that provided benefits to employees of an entity that was outside of the ESOP sponsor's controlled group.
  • Routinely advises employers on the payroll tax implications of their executive compensation programs, including the proper FICA procedures. Successfully resolved certain employment tax and corporate deduction issues regarding mispriced incentive stock options with the closing agreement resulting in a favorable corporate deduction.
  • Advised a large financial institution regarding the interaction between Section 409A and split-dollar arrangements and assisted in structuring a new arrangement that would comply with Section 409A but retain many of the tax-favorable features of the split-dollar arrangement.
  • Routinely represent employers in the day to day compliance issues relating to maintaining a qualified plan.
  • Represented employer in converting traditional formula pension plan to a cash-balance pension arrangement.
  • Provided opinion letters relating to the funding requirements under the Pension Protection Act (2006).
  • Advised numerous companies regarding the termination of defined benefit pension plans and defined contribution plans.
  • Advised employer involved in one of the largest bankruptcies in the U.S. with respect to the employer's pension obligations. This matter involved extensive negotiations with the PBGC regarding the bankruptcy and proposed emergence transactions.
  • Successfully defended companies in PBGC examinations regarding PBGC premium calculations and pension terminations.
  • Assisted employer in determining whether excise taxes under Section 4976 were triggered as a result of expenditures of assets from employer's voluntary employee beneficiary association (VEBA) for highly compensated employees.
  • Restructured VEBA eligibility to provide that excess assets, originally set aside for retirees, can be used for active employee population.
  • Advised multinational on U.S. tax law issues, including Section 409A issues, triggered when employer's global equity incentive arrangement utilized a trust.
  • Restructured employer-sponsored trust holding assets for executive medical premiums to provide for retiree-friendly medical program coordinated with Medicare.

Education

  • Pennsylvania State University, B.A. (1995)
  • American University Washington College of Law, J.D. (1998) cum laude

Affiliations

Admitted to practice: District of Columbia & New York

View More

"Overview of the Tax Provisions in the Infrastructure Investment and Jobs Act," Tax Alert (November 15, 2021). Contacts: David B. Blair, Irina Pisareva, Anthony G. Provenzano
Client Alert / Newsletter
"Employee Benefits 2021 – Post COVID Tax Strategies for Stock Options – Repricing v. Exchange," Crowell & Moring's Managing Tax Audits and Appeals Seminar 2021 (October 4, 2021). Speakers: David McFarlane, Samuel W. Krause, and Anthony G. Provenzano
Speech/Presentation
Crowell Deepens Compensation And Benefits Capabilities With New Tax Partner The National Law Journal (August 31, 2021)
Media Mentions
Leading Employee Benefits Lawyer Anthony Provenzano Joins Crowell & Moring (Aug.31.2021)
Firm News / Announcement
"Employee Plans Compliance Resolutions System: Update on Retirement Plan Overpayment Correction Methods," ERISA Industry Committee, 2021 (August 4, 2021). Speaker: Anthony G. Provenzano.
Speech/Presentation
"Employee Benefits Update for COVID-19: Executive Compensation Update," Tax Executives Institute: Denver Chapter Meeting (April 21, 2021). Speaker: Anthony G. Provenzano.
Speech/Presentation
"Hot Topics in Executive Compensation," Tax Executives Institute: Columbus Chapter Meeting, Columbus, Ohio (February 25, 2021). Speaker: Anthony G. Provenzano.
Speech/Presentation
"IRS Proposes Compensation Tax Relief For Company Foundations," Tax Notes Federal (August 3, 2020). Author: Anthony G. Provenzano.
Publication
"The Long Goodbye: Tax Issues for Executives Transitioning Into Retirement," Compensation Planning Journal, Bloomberg BNA (August 10, 2019). Author: Anthony G. Provenzano.
Publication
"Residual Liablities Following Plan Termination: Is the Plan Really Gone?," Compensation Planning Journal, BNA Bloomberg (September 5, 2014). Author: Anthony G. Provenzano.
Publication

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