Our partner Mike Stevens recently co-authored Compensation Committee Handbook, 4th Edition (John Wiley & Sons, 2014). The book serves as a single-source guidebook for compensation strategies and practices, addressing a full range of functional issues facing compensation committees of public companies, including organization, planning, compliance and sound corporate governance.
Our executive compensation attorneys are frequent speakers and authors on topics relating to executive compensation and related matters, with articles and interviews appearing in numerous national publications.
Our executive compensation attorneys play an integral role in virtually all major M&A transactions in the firm, as well as the more business-as-usual matters that are a part of every public company’s business environment.
Scope of Executive Compensation Services
- Advising board compensation committees as to trends and responsible practices in evaluating, setting, monitoring and disclosing executive compensation
- Proxy disclosure of executive compensation and related party transactions
- Corporate governance advice from the viewpoint of Sarbanes-Oxley, SEC rules, stock exchange requirements and institutional investor policies and preferences
- “Real time” current reporting of events and transactions under Form 8-K and Section 16 rules
- Analysis of director independence under various regimes, including in Section 16, IRC Section 162(m), SEC regulations and stock exchange rules
- Strategies for optimizing shareholder approval of new equity plans and arrangements in light of institutional investor policies and voting guidelines
- Designing equity-based compensation and incentive programs to avoid inadvertent costs under evolving accounting principles, deferred compensation rules (IRC 409A) and tax deduction limits (IRC Section 162(m))
- Director compensation plans, and tracking trends in director compensation
- Tracking the evolution of director and officer fiduciary duties under Delaware and other laws, including developing strategies to minimize liability and provide maximum protection through indemnification, exculpation and adherence to sound practices in corporate governance
- Employment, retention, severance and change in control agreements for senior executive officers
- Deferred compensation strategies, including analysis, compliance, reporting and corrections under IRC Section 409A
- Design of performance compensation vehicles that meet the requirements for full deductibility under IRC Section 162(m)
- Executive compensation issues relating to business combinations, including due diligence analysis of compensation arrangements and detailed analysis of “golden parachute” excise tax issues
- Securities Act registration of incentive and benefit plans, including prospectus delivery and exchange listing requirements
- Advice regarding securities implications and risks of providing issuer stock as an investment alternative in participant-directed plans, such as 401(k) plans and non-qualified deferred compensation arrangements
- Short-swing profit and insider trading issues \
- Periodic sales and purchase programs under Rule 10b5-1
- Global stock plans
- Executive compensation issues relating to restructurings and spin-offs