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Denise M. Glagau

Partner
Baker & McKenzie LLP

Biography

Denise Glagau is a partner in the Firm's North America Employment and Compensation practice where she advises multinational companies on the tax and legal issues related to offering employee share plans and other incentive compensation programs in their home countries and on a global basis. Denise has authored several articles and frequently speaks on topics of interest for legal and other professionals dealing with share plan issues. She serves as the Secretary of the Board of Directors of the National Association of Stock Plan Professionals (NASPP) San Francisco Chapter and she is on the Advisory Board of the Certified Equity Professionals Institute (CEPI) of Santa Clara University. She is a recognized practitioner by Chambers USA 2019 in the area of Employee Benefits & Executive Compensation. She is also a member of the Firm's Financial Institutions and Healthcare & Lifesciences industry groups.

Practice Focus

Denise works with public and private companies to design equity plans, draft award documentation, review and optimize tax implications, comply with securities registration, exchange control and other regulatory requirements, minimize labor law exposure, and address data privacy concerns and other compliance issues associated with offering employee equity and other incentive plans around the world. She also advises companies on the implications of corporate transactions on equity plans and awards, including assisting with tax rulings, regulatory filings and employee communications.

Representative Legal Matters

  • Advises numerous US and non-US public and private companies on their annual equity awards, including analyzing tax and regulatory requirements for such awards, preparation of grant documents and employee communications and completion of tax and regulatory filings around the world.

  • Advises private companies on the global rollout of their equity plans upon IPO, including review of plan documents and award agreements, preparation of tax summaries for employees, providing tax withholding and reporting guidance for the issuing company and the local employer and completion of securities and other regulatory filings.

  • Advises companies on the labor law and other considerations related to discontinuation or reduction of equity programs in numerous countries, including preparing employee communications and completing required governmental filings.

  • Advised several NYSE-listed companies on the equity award considerations in connection with the separation and spin-off of a business division into another NYSE-listed company and assisted with tax rulings and regulatory filings related to the spin-off.

  • Advised several US private companies on the tax and regulatory issues related to share repurchase programs and third party tender offers for employee shareholders, including advising on the issues for such programs in over 50 countries.

  • Advised a NASDAQ-listed web services provider with the equity award aspects of the reorganization and sale of its operating business to an NYSE-listed company.

  • Advised a NYSE-listed company on the tax and legal implications of the conversion of equity awards to cash awards in its acquisition by a LSE-listed company, assisted with obtaining tax rulings to confirm the tax-free treatment in certain countries and advised on strategies for dealing with tax obligations arising upon the conversion in certain countries.

  • Advised an ASX-listed company on the regulatory issues related to rolling out a share program in place of a cash program in 35+ countries.

  • Advised several companies on the international considerations when implementing a leave of absence policy for equity awards.

  • Advised several companies on the equity award implications of reincorporation (from Cayman Islands to Ireland; from Delaware to UK; from California to Delaware).

Professional Honors

  • Recognized Practitioner, Chambers USA 2019, Employee Benefits & Executive Compensation

Professional Associations and Memberships

  • International Bar Association
  • National Association of Stock Plan Professionals
  • Global Equity Organization

Admissions

  • California~United States (2002)

Education

  • Golden Gate University (LLM International Legal Studies) (2001)
  • Dalhousie University (LLB) (1997)
  • McGill University, Montreal (BA History) (1993)

Languages

  • English

Publications

  • Author, "Equity Awards and the Alternative Workforce," Baker & McKenzie LLP, October 2019

  • Co-author, "Issues with Beneficiary Designations in Equity Plans," Baker & McKenzie LLP, October 2019

  • Co-author, "Avoiding Employment Litigation: A Guide for Multinational Companies," Association of Corporate Counsel Docket, May 2019

  • Author, "To Pay or Not to Pay? Dividend and Dividend Equivalent Payments on Employee Equity Awards," Journal of Corporate Taxation, May/June 2018

  • Co-author, "Cash Awards: A Solution to Equity Award Challenges?" Baker & McKenzie LLP, October 2016