Reed Smith’s Executive Compensation Team advises companies traded on U.S., UK and other securities markets; private equity investors; and privately held companies on all aspects of executive compensation. We appreciate the importance this work has on our clients’ abilities to retain key employees and keep pace with the competitive demands of the market.
Clients count on us to deliver answers to complex compensation and benefits issues at every executive level. Our goal is to create customized solutions that address both the legal and business concerns of our clients.
Our multidisciplinary approach enables us to deliver integrated services in matters involving tax, securities laws, ERISA, financial accounting and business issues. We have substantial experience in matters that include:
- Equity compensation planning
- Incentive compensation planning
- Securities law compliance, analysis and filings
- Corporate transactions
- Emerging companies and closely held businesses
- Supplemental retirement and deferred compensation arrangements
- Employment agreements
- Change of control considerations
- Non-employee director/consultant compensation
- Deduction limitations
- Retention and noncompetition considerations
The members of our Executive Compensation Group work on a global basis with colleagues who focus on corporate and securities, employment, tax law and other areas to provide a comprehensive approach to the design of compensation arrangements.
Equity Compensation Planning
We assist with all aspects of equity-based compensation arrangements, including stock options, stock appreciation rights, restricted stock, employee stock purchase plans, performance shares and stock equivalents.
Incentive Compensation Planning
Our attorneys analyze, design and advise members of senior management, compensation committees and boards of directors on matters involving annual and long-term incentive compensation strategies.
Securities Law Compliance, Analysis and Filings
We provide comprehensive counsel on U.S. federal and state securities laws, UK law, and corporate governance guidelines. Our attorneys also advise on the stock exchange requirements of the New York Stock Exchange, NASDAQ, London Stock Exchange and AIM Exchange.
Reed Smith’s Executive Compensation Team plays an integral role in corporate acquisitions, mergers and divestiture transactions. We advise sellers and buyers on compensation and benefit issues, and assist in the negotiation of these issues.
Emerging Companies and Closely Held Businesses
We advise start-ups and closely held businesses on equity rewards and executive compensation matters. Our experience with this sector means that we understand the particular needs of these businesses, such as the issues that arise with businesses organized as S corporations, partnerships and limited liability companies, as well as special considerations relating to venture capital investments and exit strategies through planned sales and public offerings.
Supplemental Retirement and Deferred Compensation Arrangements
Our attorneys are knowledgeable about Section 409A of the Tax Code and all forms of nonqualified deferred compensation arrangements, including supplemental retirement programs, post-termination benefits and split-dollar insurance arrangements.
We represent employers and executives in the negotiation, drafting, modification, implementation and termination of employment agreements.
Change of Control Considerations
Our attorneys help companies and executives understand and address compensation-related issues in mergers and acquisitions, spin-offs, split-ups and similar transactions. Our experience includes the design and preparation of "golden parachute" agreements, and tax implications of such arrangements. We also advise on other change of control compensation devices such as stay-bonus arrangements and “tin parachutes.”
Non-Employee Director/Consultant Compensation
We analyze the compensation needs of nonemployee directors and other nonemployee consultants, including equity-based pay arrangements and deferred compensation planning.
Our group has extensive experience advising clients on the application of compensation deduction limitations, including Section 162(m) of the Tax Code, and reasonable compensation standards.
Retention and Noncompetition Considerations
We also help employers establish retention and noncompetition agreements as part of their overall executive compensation arrangements and packages.