Regina Couto

• Counseling equity sponsors, portfolio companies, and management teams on the design, negotiation, and implementation of equity incentive and executive compensation arrangements.
• Advised a leading telecommunications company on executive compensation and employee benefits matters in connection with a $10.5 billion sale of a business unit.
• Advised Vistance Networks on executive compensation and employee benefits matters in connection with Vistance Networks’ $1.7 billion sale of its RUCKUS Networks business to Belden.
• Advised Pamlico Capital on executive compensation and employee benefits matters in connection with Pamlico Capital’s growth investment in CalcFocus.
• Advised Cognitus Consulting on executive compensation and employee benefits matters in connection with Cognitus Consulting’s acquisition by IBM.
• Represented Burgess Pigment Company, a leading producer of specialty kaolin pigments and functional mineral products, in its acquisition of Thiele Kaolin Company, a global supplier of high-quality kaolin clay and silica products.
• Represented Ali Group, the world’s largest and most diverse foodservice equipment company, in its acquisition of BUNN Commercial, a coffee and other beverage-dispensing equipment manufacturer.
• Represented Seemann Composites, a pioneer in the design and manufacture of high-performance composite solutions for military applications with a primary focus on naval undersea and surface systems, in its $220 million sale to Karman Space & Defense.
• Advising Tenex Capital Management in its acquisition of Kelly Bros, an infrastructure services business serving as Tenex Capital’s new platform investment in the sector, and in its acquisition of Capps as an immediate add-on to the Kelly Bros platform - including coordination of parallel diligence, transaction documentation, and integration-focused deal planning.
• Represented Specialty Building Products, a leading distributor of specialty building products in North America, in its acquisition of OrePac Building Products, a premier regional distributor of specialty building materials.
• Counseling both buyers and sellers in compensation-related aspects of transactions, including pre-signing negotiations, executive and equity compensation (including Section 280G – the golden parachute rules), and post-closing employee integration matters.
• Assisting publicly held companies in their preparation of securities disclosure materials, including CD&A, compensation tables, and other proxy disclosures.
• Counseling board of directors and compensation committees on executive compensation arrangements and human resources issues.
• Assisting with post-transaction compensation-related matters and benefits integration.

Regina Couto regularly counsels founders, executives, and management teams through mergers and acquisitions, growth investments, financings, and other strategic transactions. She also advises public and private companies, private equity sponsors, and portfolio companies on executive compensation, employee benefits, tax, and securities law matters arising in complex corporate transactions.

Her practice includes the design and implementation of management incentive plans, equity-based compensation arrangements, executive employment and severance agreements, Section 280G and Section 409A compliance, transaction-related compensation negotiations, securities law disclosure matters, and post-closing integration issues.

In addition to advising sponsors and corporate clients, Regina frequently represents founders and executives in negotiating employment, severance, change in control, and equity compensation arrangements in connection with strategic transactions.

Regina has been recognized by The Best Lawyers in America^® since 2021.

Bar Admissions

• District of Columbia
• Illinois
• New York

Education

• DePaul University (J.D., 2014)
• Northern Illinois University (B.S., 2010)