Kate Napalkova
Partner
Kate Napalkova is a partner in the Tax Department and a member of the Employee Benefits & Executive Compensation Group.
Kate advises public and private companies, private investment funds, executives and boards on a broad range of compensation and employee benefits matters. Kate’s practice includes the compensation and employee benefits aspects of mergers and acquisitions, reorganizations, spin-offs, initial public offerings, financings and other corporate transactions. Kate’s practice further focuses on advising clients across various industries on the negotiation, structuring and implementation of benefits and compensation plans and executive compensation arrangements; golden parachutes; securities reporting, registration and disclosure compliance; and corporate governance matters.
While in law school, Kate served as the editor-in-chief of the Fordham International Law Journal.
Kate is fluent in Russian.
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Issuers that have been scrambling to prepare their boards and executives for accelerated implementation of compliant Dodd-Frank clawback policies will be glad to hear that the NYSE and Nasdaq have filed amendments to their proposed clawback rules to extend the effective date that would apply if the proposals are approved until October 2, 2023. If … Continue Reading
The Tax Court’s May 3, 2023, decision in ES NPA Holding, LLC v. Commissioner (T.C. Memo 2023‑55), upholding a taxpayer’s position to characterize a partnership interest as a profits interest under the “safe harbor” of IRS Revenue Procedure 93-27 (as clarified by IRS Revenue Procedure 2001-43), provides helpful guidance to issuers of profits interests, including … Continue Reading
On November 28, 2022, the Securities and Exchange Commission (the “SEC”) published the final clawback rules (the “Final Rules”) under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) in the Federal Register. Now that the Final Rules have been published in the Federal Register, issuers should be aware of the following key deadlines[1]: … Continue Reading
Twelve years after the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and many years after the Securities and Exchange Commission started considering regulations implementing the clawback provisions of Dodd-Frank, the SEC published the Final “Clawback” Rules (the “Final Rules”) on October 26, 2022. The Final Rules task national securities exchanges (“exchanges”) … Continue Reading
In September 2022, Deputy Attorney General Lisa Monaco delivered remarks unveiling the Department of Justice’s revised corporate crime guidance to “prioritize and prosecute corporate crime.” She reiterated that the number one priority for the DOJ is “individual accountability.” To that end, Monaco emphasized that the DOJ will “reward” companies that claw back compensation from executives … Continue Reading
The SEC’s final rule on Pay Versus Performance becomes effective on October 8, 2022, and will require new executive compensation disclosures for the upcoming proxy season (for annual proxy statements that include executive compensation disclosure for fiscal years ending on or after December 16, 2022). The new rule implements a requirement of the 2010 Dodd-Frank … Continue Reading
Background The “golden parachute” excise tax regime under Internal Revenue Code Sections 280G and 4999 (“Section 280G” and “Section 4999”, respectively) is at the core of both public and private U.S.-based transactions. While often overlooked, it is crucial to remember that the issues raised by Sections 280G and 4999 can – and do – apply … Continue Reading
On October 14, 2021, the U.S. Department of Labor’s Employee Benefits Security Administration (the “DOL”) published in the Federal Register a new proposed regulation (the “Proposed Rules”)[1] on fiduciary responsibility in selecting ERISA plan investments and exercising shareholder rights (proxy voting). The Proposed Rules reflect an effort to “warm” what the current DOL perceives as … Continue Reading
COVID-19 has had significant impacts on all aspects of business. While employers are assessing how to handle immediate employee needs related to sick leave, family leave and benefits claims, employers should also consider the impact that changes in their workforce or economic conditions will have on their compensation plans and programs. Click here to read … Continue Reading
COVID-19 has had significant impacts on all aspects of business. While employers are assessing how to handle immediate employee needs related to sick leave, family leave and benefits claims, employers should also consider the impact that changes in their workforce or economic conditions will have on their compensation plans and programs. Click here to read … Continue Reading
On Thursday, September 12th, the California State Assembly passed Assembly Bill 5 (“AB 5”), the controversial new law that codifies the three-factor “ABC” test introduced by the California Supreme Court in its 2018 Dynamex decision. The passage of AB 5 marks a sea change in the way that companies doing business in California will be … Continue Reading
In its 2018 decision in Dynamex Operations West v. Superior Court of Los Angeles County, the California Supreme Court upended decades of precedent by setting out a new, stringent, three-factor test to determine proper worker classification for purposes of California’s wage order rules. Then, this year, the Ninth Circuit first applied Dynamex retroactively and then … Continue Reading
In this episode of The Proskauer Brief, Kate Napalkova, special employee benefits and executive compensation counsel, and associate Oleg Zakatov discuss potential pitfalls that lurk in employment agreements and other employee compensation arrangements. Specifically, they will focus on key contractual provisions that employers should incorporate into any document that includes a confidentiality covenant. Employers should be sure to tune … Continue Reading
Possible Extension of Clawback Rule Effectiveness is Welcome Development for Issuers
By Kate Napalkova, Andrea Rattner, Frank Zarb and Kristina Trauger on Posted in Executive Compensation
Tax Court Decision Interprets Profits Interest “Safe Harbor” under IRS Rev. Proc. 93-27
By Michael Album, Kate Napalkova, David Teigman, Nicholas LaSpina and Tyler Forni on Posted in Executive Compensation
Final SEC Clawback Rules: Key Dates that Issuers Need to Know
Long Time Coming: SEC Adopts Final Dodd-Frank Clawback Rules
“Clawback Comeback”: DOJ’s New Focus on Clawbacks to Prevent Corporate Crime
By Michael Album, Justin Alex, Kate Napalkova, Dietrich Snell and Michael Guggenheim on Posted in Compensation Committees, Executive Compensation
Practical Considerations for New Pay vs. Performance Disclosure Requirement
By Michael Album, Rebecca Fishbein, Colleen Hart, Kate Napalkova, Andrea Rattner and Seth Safra on Posted in Disclosure, Executive Compensation
Stranger in a Strange Land: Surprising Applications of U.S. Golden Parachute Rules in Cross-Border Transactions
By Colleen Hart, Kate Napalkova, David Teigman and Alexis Rosett on Posted in Executive Compensation
DOL’s Latest ESG Proposal: The More Things Change, the More They Stay the Same
By Ira G. Bogner, Robert Projansky, Kate Napalkova, Seth Safra, Adam Scoll and Nicholas LaSpina on Posted in Department of Labor, Fiduciary
Executive Compensation Considerations for COVID-19 (Salary/Wage Reductions)
By Andrea Rattner, Colleen Hart, Joshua Miller, Seth Safra, Kate Napalkova and Katrine Magas on Posted in Coronavirus
Executive Compensation Considerations for COVID-19 (Leave)
By Andrea Rattner, Colleen Hart, Kate Napalkova and Katrine Magas on Posted in Coronavirus
Landmark Bill Passes: California Codifies “ABC” Test for Worker Classification
By Kate Napalkova and Katrine Magas on Posted in California Laws
[Podcast]: Worker Classification after Dynamex, Not as Simple as ABC
By Kate Napalkova and Pietro Deserio on Posted in Benefits Brief Podcast, California Laws
[Podcast]: Key Contractual Provisions for Employers to Incorporate in Documents with Confidentiality Covenants
By Kate Napalkova and Oleg Zakatov on Posted in Benefits Brief Podcast
