Pay for senior managers has soared into public focus in recent years, creating a lightning rod for sweeping legislative and cultural reforms. With these transformations comes an entirely new and continually evolving regulatory environment.
Our clients are looking for lawyers who know the ins-and-outs of the full range of executive compensation issues they face. The executive compensation team at Alston & Bird focuses full-time on the tax, securities, and corporate governance laws and regulations that have a direct effect on public, private, and multinational companies.
We stay up-to-the-minute on fast-breaking issues and make sure our clients are among the first to know of new developments and understand how they may affect their business.
Our executive compensation attorneys also play an integral role in virtually all major M&A transactions handled by the firm, as well as the more business-as-usual matters that are a part of every public company’s business environment.
We provide practical and responsive counsel on all aspects of executive compensation, including tax, securities, and corporate governance issues. We counsel our clients on:
- Advising board compensation committees on 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 on securities implications and risks of providing issuer stock as an investment alternative in participant-directed plans, such as 401(k) plans and nonqualified 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 spinoffs.
- Represented The Carlyle Group in employee benefits and executive compensation matters in its $3.9 billion acquisition of CommScope Inc.
- Represented one of the largest financial services companies in the U.S. in a merger of equals, including the design and implementation of dozens of executive compensation arrangements and employee benefits plans for the combined entity.
- Represented the largest specialty retailer of toys in the U.S. in the compensation and benefits aspects of its leveraged buyout in which it was acquired by three major private equity firms.
- Represented a leader in the paper products industry in the creation of a tracking stock for its timber products line of business, which was one of the first transactions of its type in the U.S. and was replete with novel incentive compensation issues.
- Represented an NYSE-listed global financial security company with a stock option repricing, providing guidance on the shareholder approval process, tax and corporate governance issues, and international considerations. We have represented numerous public and private companies in working through the issues relating to an option repricing.
- Worked directly with the board of a multibillion-dollar, NYSE-listed company from the outset of its spinoff of a major business segment, helping to develop strategies to address stock options, restricted stock, employee stock purchase plans, and other incentive compensation arrangements. Since that time, we have worked with several public companies in working through the challenging issues of equitable treatment of equity awards in the context of a spinoff.
- Developed hundreds of incentive compensation plans and programs for public and private companies, in each case after an analysis of the unique position and needs of the company, including its stage of life and plans for the future.
- Serve as the go-to firm for executive compensation and employee benefits for many major public companies whose other legal work is principally handled by other firms.