The K&L Gates executive compensation team assists clients with all legal issues related to the compensation, benefits, and severance of directors, executive officers, and other senior managers and employees at the time of hire, during employment, and at severance. We also address employee and director compensation matters, such as impacts on equity compensation, in conjunction with changes in control and other business transactions.
We assist publicly and privately held companies and not-for profit business enterprises. Our team members possess a unique combination of interdisciplinary skills, including experience with the relevant tax, securities, corporate governance, and accounting issues applicable to executive and employee compensation arrangements.
Our executive compensation team includes both U.S. and U.K.-based attorneys. The firm’s global footprint allows us to leverage the extensive tax, securities, and labor experience of our other attorneys in a broad number of jurisdictions, and we work with a network of external advisers in countries where we do not have a physical presence. This combination allows us to provide our clients with global support on executive compensation issues.
While our executive compensation attorneys understand the detailed, technical aspects of executive compensation legal issues and governing laws, we also understand market practices and trends. We help our clients identify and understand the key legal risks in a commercial context so that they can make informed business decisions. We closely monitor key legal developments and proactively reach out to our clients to keep them up to speed on latest developments. Our team works together, sharing ideas and experiences, so that we can deliver to our clients creative ideas and practical solutions to their executive compensation legal challenges.
Members of the executive compensation team advise clients regarding the full range of executive plans and arrangements, including:
The last several decades have seen a significant expansion in the regulation of executive compensation arrangements in the United States. Our executive compensation lawyers advise clients on the full array of U.S. tax laws impacting executive compensation arrangements, especially limitations on deferred compensation under sections 409A, 457, and 457A of the Internal Revenue Code (IRC), the “golden parachute” excise tax rules under IRC section 280G, and the $1 million tax deduction limit under IRC section 162(m).
We help our public company clients consider the disclosure implications of executive compensation decisions under U.S. securities laws, including advice on the drafting of required disclosures in the company’s annual proxy statement. We also advise clients on matters related to obtaining shareholder approval of equity compensation plans under NYSE and NASDAQ listing rules, including the potential impact of voting policies of proxy advisory firms such as RiskMetrics (ISS).
Our U.S. and U.K.-based executive compensation lawyers and multi-continent footprint provide our executive compensation team with a global perspective on executive compensation matters. For example, we advise clients on:
The interdisciplinary nature of the executive compensation practice is often highlighted in business transactions, such as acquisitions and divestitures. Executive compensation issues in business transactions that our team regularly advises on include: