Executive Compensation

Attracting and retaining top talent presents critical issues for businesses and individuals. Our Executive Compensation lawyers assist private companies with start-to-finish stock plan implementation and administration, providing user-friendly documents, resolutions, and forms.

This comprehensive service includes participant reports and tax notices, capitalization tables, Blue Sky compliance, Rule 701 or Reg. D compliance, equity grant guidelines, and Section 12(g) compliance.

We routinely assist our public company clients with corporate governance, reasonable compensation, Sarbanes-Oxley compliance, proxy disclosure and M&A issues, 1933/1934 Act compliance, Section 16 compliance, insider trading and 10b5-1 plans, Section 162(m) deduction limits, stock option repricings, global stock plans, and accounting issues. With the recent enactment of Section 409A of the Code, the careful drafting and operation of all nonqualified deferred compensation arrangements is a critical issue, and we will help our clients face the challenges the new legislation creates.

We often help clients determine what is "reasonable compensation" and "custom and practice" in specific instances and avoid nettlesome issues such as IRC sections 280G and 162(m), as well as intermediate sanctions issues.

When necessary, we unleash a special group of litigators who focus on representing companies and their boards in resolving disputes involving claims of breach of fiduciary duties, tortious conduct, or breach of contract involving equity compensation and wrongful termination, trade secrets, and stock option litigation.

Orrick’s Executive Compensation lawyers represent various groups, including:

  • Public Companies
  • Compensation Committees
  • Boards of Directors
  • Private Companies
  • Individual Executives
  • Nonprofit/Tax-Exempt entities

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