The K&L Gates executive compensation team assists clients with the design, administration, and governance of compensation, benefits, and severance for directors, executive officers, and other senior managers and employees.

We assist publicly and privately held companies and not-for-profit business enterprises such as universities and hospitals. Our team members deliver to clients a combination of interdisciplinary skills, including experience with the relevant tax, securities, corporate governance, and accounting issues applicable to executive and employee compensation arrangements. Examples of the types of arrangements we assist with include:

  • equity compensation plans and awards,
  • employee stock purchase plans,
  • annual and long-term cash incentive plans,
  • executive employment and severance agreements,
  • deferred compensation plans, and
  • supplemental retirement plans.

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.

The firm’s global footprint allows us to leverage the extensive tax, securities, and labor experience 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.

We also assist with executive compensation issues in business transactions, such as:

  • design and implementation of change in control employment, severance, or other management retention programs;
  • review of potential “golden parachute” excise taxes as a result of the transaction and related planning opportunities;
  • disposition of equity compensation awards of the target company, and potential impacts on the equity compensation programs of the purchaser, including to facilitate administrative processes, maximize tax efficiency, and address management retention;
  • disclosure of executive officer and director interests in the transaction for purposes of obtaining shareholder approval; and
  • assistance with due diligence, with a focus on identifying material employment, severance, and equity and incentive compensation arrangements likely impacted by the transaction, and related legal risks and opportunities.

While our executive compensation lawyers understand the detailed technical aspects of executive compensation legal issues, 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 the latest developments. Our team works together, sharing ideas and experiences, so that we can deliver creative ideas and practical solutions to our clients’ executive compensation legal challenges.