We provide assistance with:
- Designing, negotiating and drafting equity and nonequity-based incentive plans, proxy compensation discussion and analyses and compensation committee charters.
- Designing, administering and restructuring nonqualified deferred compensation arrangements, equity-based compensation, supplemental and “top hat” plans, executive employment agreements, rabbi trusts and fringe benefit programs to comply with Section 409A and related regulations.
- Negotiating and drafting employment contracts and severance agreements on behalf of both executives and employers and handling related compensation issues that may arise between senior executives and the company.
- Performing executive compensation and benefits due diligence in corporate acquisitions (including for international transactions) and, on behalf of both the buyer and seller, negotiating and drafting executive compensation and benefits provisions of merger and acquisition agreements and assisting, when necessary, with the integration of worldwide benefits issues for expatriate executives.
- Designing and drafting stockholders’ agreements and LLC operating agreements that relate to equity incentive programs instituted for private companies.
- Counseling employers regarding golden parachutes and Section 280G compliances.
- Reviewing compensation programs to determine whether they are subject to the special requirements for nonqualified deferred compensation plans.
- As counsel to compensation committees of public and private companies, assisting in implementing procedural requirements to satisfy the “Business Judgment Rule” and related “best practices;” interfacing and facilitating effective communication with compensation consultants; reviewing and commenting on the compensation discussion and analysis portion of corporate proxy statements; and ensuring committee compliance with the requirements of tax and securities laws.
- Advising private equity firms and hedge funds on executive compensation matters.
- Counseling public companies with respect to the Sarbanes-Oxley Act and Dodd-Frank Act provisions involving incentive-based compensation.