Executive & Equity Compensation

• Plan Design and Executive Agreements.  We help our clients design incentive programs and equity compensation arrangements to attract and retain top-level talent.  We also advise on a variety of benefit programs and employment agreements for executives and directors, including retirement and other deferred compensation arrangements, executive medical benefits, charitable awards, and transportation on company aircraft.  Leveraging our deep experience with employee benefits, we are able to design comprehensive programs that integrate equity and non-qualified arrangements with tax-qualified retirement and other broad-based benefit plans.
• Corporate Transactions.  We advise on executive compensation issues in corporate transactions and help clients put in place change in control arrangements.  We have helped clients avoid millions of dollars in tax liability related to golden parachutes, deferred compensation, and other executive arrangements.
• Corporate Governance and Shareholder Relations.  We advise companies and compensation committees on a range of corporate governance issues affecting executive compensation, and we help outside directors with especially sensitive undertakings, such as internal investigations and the hiring and separation of senior executives.  We advise companies with respect to guidelines from proxy services and shareholder advocates, and we help companies comply with stock exchange listing standards.
• SEC Reporting and Compliance.  We help public companies manage their SEC reporting and compliance obligations for executive compensation programs, both at the design stage and after programs are put in place.  We frequently deal with the SEC staff on comments on executive compensation disclosure in filings.
• Private Equity.  We help private equity firms develop custom investment and incentive equity programs for their portfolio companies.  We have designed equity and phantom equity programs for corporations, partnerships, LLCs, and other pass-through entities.
• Tax-Exempt Entities.  We advise trade associations, universities, charities, and other tax-exempt entities on special issues that affect their compensation programs, including private benefit and inurement issues, intermediate sanctions, section 457 deferred compensation restrictions, and public disclosure requirements.
• Restrictive Covenants and Trade Secrets.  We help our clients put in place and defend non-compete, non-solicitation, confidentiality, and other restrictive covenants to protect trade secrets and other business interests, both in the US and internationally.  In addition to drafting restrictive covenants, we have successfully defended employers in disputes related to trade secret theft and in enforcing covenants and other termination provisions in contracts.
• Global Mobility.  We help clients resolve myriad compensation, tax, employment, and other issues that arise when executives transfer to new positions around the world and when expatriate employees are dismissed, and we advise on cross-border issues affecting equity and other compensation programs for global workforces.  Through teamwork, we have provided comprehensive multi-disciplinary advice on arrangements for across the globe.

Representative Matters

• Negotiating and implementing employment, separation, and consulting agreements on behalf of employers and executives. We have also designed and adapted executive retirement and other deferred compensation programs to comply with Section 409A and other complex tax rules in a practical way.
• Reviewing share ownership guidelines and advising companies on practical ways to enforce the guidelines.
• Advising companies on securing deductions for compensation paid to senior executives.
• Helping public companies prepare their “Compensation Discussion & Analysis” disclosures, and counseling them when responding to SEC staff requests to disclose specific performance targets for incentive-based plans and awards.
• Helping to shape the requirements for deferred compensation plans under Section 409A of the Internal Revenue Code by filing extensive comments on behalf of our clients.
• Advising Charlesbank Capital Partners, a private equity fund management group with over $2 billion in investments and investment capital, in all aspects of the management equity and employment arrangements for their portfolio companies.
• Developing an international benefits plan for employees in Dubai, the US, and the UK.
• Advising companies based in the US, UK, and other parts of Europe on cross-border tax and employment aspects of senior executive assignments in Europe and China.