Denise Glagau is a member of the Firm's North America Employment and Compensation practice and 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 is a frequent speaker on topics of interest for legal and other professionals dealing with share plan issues. She is the Secretary of the San Francisco Chapter of the National Association of Stock Plan Professionals and is on the Advisory Board of the Certified Equity Professionals Institute. She is also a member of the Firm's Financial Institutions and Healthcare industry groups.
Denise works with public and private companies to design equity plans, draft award documentation, review and deal with tax considerations, 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
- Advised several US publicly traded companies on the tax and legal issues for special broad-based employee grants in 2018 and assisted with grant documentation, regulatory filings and employee communications for such grants.
- 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 international 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 numerous private companies on the global rollout of their equity plans upon IPO, including review of plans and award agreements, preparation of tax summaries for employees and tax withholding and reporting guidance for the company and the local employer and completion of securities and other regulatory filings.
- Advised a US private company on the tax and regulatory issues related to a share repurchase program offered to employee shareholders in more than 55 countries.
- Advised an ASX-listed company on the regulatory issues related to rolling out a new share award program in place of a cash award program in more than 35 countries.
- Advised several companies on the international considerations when implementing a leave of absence policy impacting equity awards.
- Advised a NYSE-listed company on the international tax and legal implications for outstanding equity awards in regard to the spin-off of its security technology business into another NYSE-listed company.
- Advised several companies on the equity award implications of reincorporation (from Cayman Islands to Ireland; from Delaware to UK; from California to Delaware).
- Advised several multinational companies on tax and other issues associated with offering an option exchange program to employees and assisted on obtaining related tax rulings and securities relief.
Professional Associations and Memberships
- State Bar of California
- National Association of Stock Plan Professionals - Secretary of San Francisco Chapter
- Global Equity Organization
- California~United States (2002)
- Golden Gate University (LLM International Legal Studies) (2001)
- Dalhousie University (LLB) (1997)
- McGill University, Montreal (BA History) (1993)
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 Awards Challenges?" Baker & McKenzie LLP, October 2016
Author, "Taxation of Dividends and Dividend Equivalents Paid on Stock Awards Granted by US Corporations," Journal of Corporate Taxation, November/December 2013
Co-presenter, "Are You Ready? The Dawn of the New EU Data Privacy Rules," Baker McKenzie Compensation Webinar Series, April 2018
Co-presenter, "Global and Domestic Equity and Executive Compensation Issues in Transactions - Seller's Perspective," Baker McKenzie Compensation Webinar Series, February 2017