Proskauer Rose LLP's Executive Compensation Practice forms a significant part of the Firm's Employee Benefits and Executive Compensation Law Practice Group. The practice addresses the full spectrum of compensation issues. For more information about this practice area, contact:
Sophisticated executive compensation planning requires the consideration of tax, ERISA, corporate, securities, stock exchange, employment law and accounting issues. Proskauer Rose LLP's Executive Compensation Group provides clients with advice on all aspects of compensation and benefits for senior executives and other management employees. Our extensive experience in the area of executive compensation enables us to address client needs by offering innovative solutions to complex issues.
We regularly advise both publicly held and privately held companies, domestic and multinational, on analyzing, designing, implementing and administering executive compensation programs. We also advise senior level executives on executive compensation arrangements.
Among the many areas in which we have substantial experience are the following:
Equity Based Compensation: We are involved in all aspects of designing and implementing equity-based compensation arrangements, including stock options, stock appreciation rights, restricted stock, employee stock purchase plans, performance shares and stock equivalents. In addition to the more traditional corporate stock based plans, our experience includes designing and implementing equity-based arrangements for limited liability companies and partnerships and for foreign issuers. We advise on tax, corporate and securities law aspects of these arrangements, as well as coordinating with the client's accountants and compensation consultants on related issues.
Bonus Arrangements: We analyze the needs of employers and members of senior management in developing annual and long-term bonus arrangements that properly incentivize key employees. Our experience includes providing guidance on structuring compensation as "performance-based compensation" in order to avoid the $1 million limitation on the deductibility of compensation paid to a public company's top executives.
Supplemental Retirement and Deferred Compensation: Our group also has substantial experience with respect to the design and implementation of deferred compensation arrangements and the funding vehicles used for those plans, including rabbi and secular trusts. We routinely provide advice regarding supplemental executive retirement plans which provide key employees with benefits that supplement the employer's tax-qualified defined benefit retirement plan and supplemental defined contribution plans under which employees can defer compensation. Our experience also includes advising clients on the implementation of arrangements deferring the delivery of stock acquired upon the exercise of stock options.
Executive Employment and Severance Arrangements: We routinely represent employers and senior executives in the negotiation and implementation of employment agreements, including provisions dealing with post-employment restrictions, such as non-competition and non-solicitation provisions, which are often part of the overall compensation package. We also counsel clients on individual separation agreements, as well as more broadly based severance programs for employees. We have been involved in some of the most publicized arrangements and have broad experience in advising a full spectrum of different kinds of entities, from Fortune 100 to start-ups, biotech and high-tech to traditional Wall Street entities, to private equity and hedge funds.
Mergers, Acquisitions and Similar Transactions: We have substantial experience in dealing with compensation-related issues in business transactions such as mergers and acquisitions, spin-offs or split-ups, initial public offerings, and bankruptcies. Our experience in this area includes designing and preparing "golden parachute" and other "change in control" arrangements, advising clients on the treatment of equity-based compensation, performing due diligence regarding compensation and benefit arrangements, and analyzing (and structuring with regard to) the tax implications and costs of "golden parachute" arrangements.
Non-Employee Director/Consultant Compensation: We frequently analyze the compensation arrangements relating to non-employee directors and other non-employee consultants, including equity-based pay arrangements and deferred compensation planning.
Securities Law Compliance: We also counsel on federal and state securities laws and stock exchange requirements. We have extensive experience with corporate governance issues, proxy disclosure issues, insider trading issues, Section 16 filings, registration statements and exemptions from registration.
Tax-Exempt Entities: We represent tax-exempt entities and senior executives employed by tax- exempt entities with respect to the special considerations that must be addressed when designing compensation packages, such as the limits on excessive compensation under the "intermediate sanctions" regulations and the limits on deferred compensation arrangements under Section 457 of the Internal Revenue Code.
The Executive Compensation Group is part of Proskauer's nationally recognized Employee Benefits and Executive Compensation Law Practice Group, which is over a quarter century old and is comprised of more 65 attorneys with experience representing clients on all matters involving employee benefit plans, programs and arrangements.
For a more complete description of the Employee Benefits and Executive Compensation Law Practice Group, click here.
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