Jeff Cardone represents publicly traded, privately held and tax-exempt financial institutions in all aspects of employee benefits and executive compensation and also in federal securities law, corporate governance and general corporate and regulatory matters. He has also represented financial institutions and holding companies in mergers and acquisitions, mutual-to-stock conversions, public offerings and private placements.
Mr. Cardone has handled the tax and employee benefits matters in numerous merger transactions, which includes negotiating the definitive agreement and compensation arrangements with executive officers and directors. He counsels clients with respect to the potential adverse “golden parachute” tax consequences under Internal Revenue Code Section 280G, which includes calculating potential change in control benefits and tax planning to avoid golden parachute excise taxes.
Mr. Cardone advises financial institutions on tax and employee benefit matters in connection with corporate reorganizations and mutual-to-stock conversions, including helping to plan post-IPO equity and executive compensation structures and assisting financial institutions with public company corporate governance requirements and SEC executive compensation disclosures. He also works with financial institutions to address proxy advisor (such as ISS) recommendations related to executive compensation, including providing board education and planning disclosure strategy.
Mr. Cardone assists clients in designing and drafting executive and director compensation agreements, such as deferred compensation plans (including 457(b) and 457(f) plans for credit unions), supplemental executive retirement plans (SERPs), equity compensation arrangements, employment agreements, change in control agreements, and consulting agreements, with a strong background in Sections 409A and 162(m) of the Internal Revenue Code. He also advises clients with respect to drafting and ongoing administration of tax-qualified plans, including employee stock ownership plans (ESOPs) and 401(k) plans, and has extensive experience with the IRS’s formal and informal correction programs for tax-qualified plans, such as the Employee Plans Compliance Resolution System.
- Represented CBT Financial Corp., Clearfield, Pennsylvania, in the sale of $11.7 million of its common stock in a private placement.
- Represented Hudson Valley Holding Corp., Yonkers, New York, with respect to executive compensation and Code Section 280G matters in its $538 million merger with Sterling Bancorp, Inc.
- Represented 1st United Bancorp, Inc., Boca Raton, Florida, with respect to executive compensation and Code Section 280G matters in its $306 million merger with Valley National Bancorp.
- Represented Investors Bancorp, Inc., Short Hills, New Jersey, in its conversion from a mutual holding company to a stock holding company and concurrent $2.2 billion public offering of common stock, including purchases of common stock by a 401(k) plan and leveraged ESOP in the offering.
- Represented Provident Financial Services, Inc., Jersey City, New Jersey, in its $124.4 million acquisition of Team Capital Bank.