People

Christine McCarthy Partner

Silicon Valley

Christine has extensive experience advising on all aspects of equity and executive compensation plans and arrangements for multinational private and public companies, including large Fortune 500 public companies. Such advice covers the design, administration, and implementation of such plans and arrangements, as well as compliance with applicable federal and state laws, including corporate, securities and tax laws, NASDAQ/NYSE rules, and accounting rules. In addition, Christine counsels clients on corporate governance related issues that arise with respect to such plans and arrangements and regularly prepares disclosure required to be included in annual proxy statements, Form 10-K reports and Form 8-K filings.

Christine:

• regularly advises compensation committees, Boards of Directors, companies, management and executives on employment agreements, severance agreements, equity compensation plans and agreements and similar arrangements;
• has extensive experience advising late stage private companies on the specific compensation-related challenges facing these companies and, in particular, is known for her thought-leadership in designing and creating private company restricted stock unit programs and extended stock option exercise programs;
• advises late stage private companies on the issues that arise during the preparation, lead-up to and implementation of their initial public offering, including issues related to executive and equity compensation, as well as, corporate governance and disclosure related matters; and
• advises clients on merger and acquisition transactions, including issues related to executive and equity compensation, post-closing integration, Internal Revenue Code Section 409A (deferred compensation) and Internal Revenue Code Section 280G (the golden parachute rules).

Before joining the firm, Christine practiced at Cooley Godward Kronish LLP, Gray Cary Ware & Freidenrich LLP, and McDermott Will & Emery LLP.

Christine speaks and publishes articles regularly on executive and equity compensation related topics.

Chanani Sandler Of Counsel

New York

Chanani advises multinational companies across all industry lines on a variety of employment-related matters and implementation of global equity compensation programs. He globally manages large multi-country and large multi-function HR projects.

From an employment law perspective, Chanani advises his clients on a wide range of employment-related matters outside the United States, including global/local offer letters and employment contracts, rollout of HR policies and employee handbooks as well as termination and settlement agreements. His work also covers advising clients hiring, HR data privacy compliance, discrimination risks, as well as performance management and terminations. He also works with his clients to consider the employment-related impact of, and undertake due diligence for, cross-border corporate transactions, including mergers and acquisitions, spin-offs, and IPOs.

Chanani also counsels his clients on how to effectively design, implement, communicate and administer equity-based compensation programs and other long-term incentive awards to their employees and other service providers worldwide. His work covers securities law, foreign exchange, employment, tax and other compliance requirements related to these programs. He also provides services in the areas of corporate tax planning, cross-border tax planning, payroll support and employee education with respect to global equity programs, including in the context of corporate transactions.

He has presented at industry educational forums, such as the National Association of Stock Plan Professionals (NASPP) and Global Equity Organization (GEO), on topics related to tax compliance as well as effective design, implementation and administration of global equity-based awards and other long-term incentive plans.

Rebecca Servian Partner

London

Her expertise includes the creation of both equity-based and cash-based incentive plans, including the full range of HMRC tax-advantaged plans such as EMI plans and CSOPs, working on the incentives aspects of corporate transactions, including both venture capital and private equity investment, public company takeovers, IPOs, and company reorganizations. She considers the impact of the transaction on the share plans for employees and implements new incentive arrangements following investment into companies and businesses. She also guides listed companies on how to reward their executive directors in accordance with market practice and best corporate governance.

Rebecca is a member of the Share Plan Lawyers Organisation and a contributor to various publications (such as the Practical Law Company). She is a “Star Associate” under the Chambers’ legal directory, a “Leading Individual” under The Legal 500’s legal directory and has been recognized by MergerLinks as one of the top 30 most active up-and-coming tax lawyers in EMEA.

Keith A. Tidwell Of Counsel

San Francisco

His practice focuses on the representation of both public and private companies in connection with employee benefits and compensation-related aspects of corporate transactions, including mergers and acquisitions, spin-offs, and initial public offerings.

Keith also advises on the design, administration and implementation of executive compensation and equity compensation arrangements, including severance arrangements and executive employment agreements.

Prior to joining Orrick, Keith was an attorney-advisor to the Honorable Joseph R. Goeke on the United States Tax Court in Washington, D.C.

Eric Wall Partner

San Francisco

Eric counsels private and public companies, including private equity funds, on the tax aspects of their most important business transactions, including domestic and cross-border mergers and acquisitions, investments, joint ventures, and restructurings. In particular, Eric has significant experience with the tax matters most critical to clients in the technology and life science sectors. Eric also has significant experience advising clients on equity and other compensation tax matters, real estate tax matters and tax controversy matters.

Eric began his career at the firm as a summer associate in 2001.

Michael Wiesner Partner

Silicon Valley

Michael’s practice covers executive agreements, cash and equity-based incentive programs, change in control and severance plans, 409A and other deferred compensation issues and 280G “golden parachute” compliance, as well as compensation and benefits structuring in the context of mergers and acquisitions.

Michael authors the chapter “Executive Compensation and Benefits Issues for Start-ups and Emerging Companies” within Bloomberg BNA’s Benefits Practice Resource Center treatise.

From 2005 to 2010, Michael was a statistician with a Stanford University School of Medicine research group.

Mike Yang Partner

Santa Monica

Mike's practice focuses on the representation of U.S. and international public and private high technology companies, as well as executives, management teams and founders with compensation and employee benefits issues in the context of M&A transactions, spin-offs, venture capital financings and IPOs.

Mike also advises on day-to-day tax, employment, accounting and securities law issues in connection with the design, administration and implementation of executive compensation and equity compensation arrangements, including employment agreements, severance arrangements, change in control carve-out plans, stock option plans and employee stock purchase plans with a particular focus on Code Sections 409A, 280G and 162(m). In addition, he advises on nonqualified deferred compensation arrangements, tax-qualified retirement plans and welfare benefit plans.

Prior to practicing law, Mike was a Certified Public Accountant with Ernst & Young.