Executive Compensation TRANSACTIONAL

We advise on all aspects of executive compensation plans and arrangements, offering experienced counsel on the complex tangle of applicable tax, corporate, securities and employment laws and regulations.


Our executive compensation lawyers provide guidance to companies, boards, compensation committees and select senior executives at all stages of executive compensation planning, from design to disclosure to implementation. We stay at the cutting edge of changes to the legal framework and public and shareholder sentiment, balancing the technical and the practical in order to best achieve our clients' goals. Our lawyers have great experience in equity and cash compensation arrangements, nonqualified deferred compensation arrangements, and employment, severance, retention and change in control agreements. We also counsel clients regarding the limitations imposed by various industry-specific regulators, including TARP and the Federal Reserve.

Experience

Examples of our recent work include:

  • advising software company Red Hat on the rollout of new forms of performance equity awards for senior executives and establishing a deferred compensation program for executive of joint venture subsidy;
  • representing the management team of Ikaria, a $2 billion private company in connection with their continued equity participation in and employment with that company, after a private equity firm purchased a controlling interest in it;
  • advising a global financial services company in connection with the Federal Reserve’s horizontal review of large, complex banking organizations;
  • providing ongoing advice to a worldwide entertainment company on compensation arrangements and policies for executives, employees and talent;
  • negotiating employment and or severance arrangements for C-level officers on behalf of several public and private clients; and
  • evaluating and structuring option repricings for numerous public and private companies.

Publications & News

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May 26, 2017

WilmerHale Lawyers and Practices Recognized in 2017 Edition of Chambers USA

Chambers and Partners announced its rankings for the 2017 edition of Chambers USA: America's Leading Lawyers for Business, with WilmerHale listed among the nation's best in 50 practice area categories. Chambers also ranked 86 WilmerHale lawyers as leaders in their respective fields.

February 3, 2017

Park Square and WilmerHale Release 17th Annual Technology and Life Sciences Compensation and Entrepreneurship Study

Growth rate in salaries for private company technology executives track higher than comparable life science leaders for the second year in a row.

May 27, 2016

WilmerHale Lawyers and Practices Recognized in 2016 Edition of Chambers USA

Chambers USA: America's Leading Lawyers for Business announced its final rankings for the 2016 edition, with WilmerHale ranking among the nation's best in 47 practice area categories. Chambers also ranked 82 WilmerHale lawyers as leaders in their respective fields.

November 20, 2015

IRS Issues Guidance on the Applicability of Section 162(m) to CFO Compensation

The IRS recently informally revised its guidance regarding which officers of public companies must be considered when determining the compensation deduction limitation of Section 162(m) of the Internal Revenue Code and applied the limitation to CFOs of certain smaller public companies. Since the release of IRS Notice 2007-49, practitioners have understood that the deduction limitation applies only to compensation paid to a public company’s CEO and its three most highly compensated individuals (other than the CEO or CFO) and that, by a quirk of cross-referencing between the Code and the Securities and Exchange Commission’s (SEC) compensation disclosure rules, Section 162(m) does not apply to compensation paid to the company’s CFO, irrespective of the SEC reporting regime applicable to the public company. However, in a Chief Counsel Advice (CCA) legal memorandum issued on August 24, 2015 (and made publicly available in late October), the IRS concluded that the compensation paid to the principal financial officer of a “smaller reporting company” can, in certain circumstances, be subject to the deduction limitation of Section 162(m).

May 19, 2015

WilmerHale Practices, Lawyers Ranked Among Nation’s Best by Chambers USA

Chambers USA: America's Leading Lawyers for Business announced its final rankings for the 2015 edition, with WilmerHale ranking among the nation's best in 46 practice area categories. Chambers also ranked 86 WilmerHale attorneys as leaders in their respective fields.

November 4, 2014

U.S. News – Best Lawyers® Release 2015 “Best Law Firms” List, Names WilmerHale International Arbitration “Law Firm of the Year”

The 2015 U.S. News - Best Lawyers® "Best Law Firms" list includes WilmerHale being named a first-tier law firm in 24 national and 62 metro-area rankings. In addition, the firm boasts more than 20 second- and third-tier rankings in several national and metro-area rankings.

November 1, 2013

WilmerHale Among U.S. News – Best Lawyers® “Best Law Firms” and Again Named International Arbitration “Law Firm of the Year”

The 2014 edition of the U.S. News – Best Lawyers® “Best Law Firms” list names WilmerHale as “Law Firm of the Year” in International Arbitration—this is the second consecutive year that the firm has won this honor—and honors WilmerHale as a first-tier law firm in 27 national and 60 metro-area rankings.

June 7, 2012

Chambers USA 2012 Final Results Announced

January 25, 2011

SEC Finalizes Rules for Say-on-Compensation Votes

November 30, 2010

Reporting to IRS Required for 2010 Incentive Stock Option Exercises and ESPP Stock Transfers