Victor A. Flores
Victor advises global US and non-US companies – both public and private – on all aspects of executive compensation and benefits matters, including the corporate, securities and tax law, and ERISA issues arising in the implementation and administration of compensation programs. He regularly helps clients with the design and implementation of equity and non-equity based incentive compensation programs and nonqualified deferred compensation programs. Victor also has extensive experience advising on compensation and benefits issues in mergers and acquisitions, corporate reorganizations, private equity and other corporate transactions. He also represents companies in the negotiation of executive employment, termination, and change in control and severance arrangements.
Representative Legal Matters
- Advise non-US issuers (both private companies and publicly traded companies listed on non-US exchanges) with US state (“blue sky”) securities compliance requirements with respect to compensatory securities offerings, including stock options, restricted stock unit awards and employee stock purchase rights granted to employees located in the US.
- Provides regular executive compensation, tax, disclosure and governance advice to Willis Towers Watson, Trimble Navigation Limited, Logitech International S.A. and Itron, Inc. and a number of other companies based in Silicon Valley and the Dallas area.
- Advised Willis PLC in connection with its merger with Towers Watson & Co. on the legal, securities and tax implications of the transaction on outstanding equity awards held by employees of both companies.
- Advised Coca-Cola Enterprises, Inc. in its merger and reorganization into Coca-Cola European Partners on all aspects of the impact of the transaction on its compensation programs and on the design of post-transaction executive compensation arrangements.
- Represented a Silicon Valley company on a variety of compensation and benefits related matters in connection with the separation of its businesses into two independent, publicly traded companies.
- Advised a Silicon Valley company in the design and implementation of executive change in control severance program.
- Represented Maxim Integrated Products, Inc. in its merger with Volterra Semiconductor Corporation on the compensation and benefits related issues arising under the transaction.
Professional Associations and Memberships
- National Association of Stock Plan Professionals (NASPP)
- Global Equity Organization (GEO)
- California~United States (2003)
- New York~United States (1998)
- George Washington University Law School (JD, cum laude) (1998)
- Columbia University (AB) (1992)
The Compensation Connection Blog
Author, “SEC Proposes to Amend Rule 701 and Form S-8 and Extend Rules to “Gig” Workers,” Baker McKenzie InsightPlus, December 2020