Representative Legal Matters
Drafted multiple omnibus stock incentive plans and proxy proposals for U.S. Fortune 500 companies, including advice on issues arising under Code Sections 409A, 162(m) and 422, and Section 16 of the Exchange Act, as well as on corporate governance, stock exchange listing and proxy advisor policies.
Advised on all aspects of the design and implementation of a non-employee director compensation policy and deferred fee program for two U.S. Fortune 500 companies, with U.S. and non-U.S. resident directors.
Advised on design, drafting, shareholder approval, S-8 registration, and global implementation of Code Section 423/non-423 employee stock purchase plans for numerous U.S. multinationals.
Assisted several U.S. public companies with preparation of executive compensation disclosures, CEO pay ratio and other compensation disclosures in their annual proxy statements.
Prepared performance-based equity arrangements for CEO and other executive officers of multiple U.S. publicly traded companies.
Analyzed trends and best practices for change in control and severance benefits and designed executive severance agreements for a privately-held U.S. company.
Advised a non-U.S. public company on U.S. federal and state securities law registration and Code Section 409A and 457A requirements for offering of deferred equity and compensation arrangements to U.S. resident executives and directors.
Assisted U.S. multinationals with multijurisdictional tax and securities law compliance for equity awards in corporate merger, spin-off and IPO transactions, including drafting and implementation of post-transaction equity plans and executive severance and change in control arrangements.
Assisted several cryptocurrency businesses with the novel tax, securities law and regulatory issues associated with using cryptocurrency as compensation in the U.S. and globally, as well as with the design and drafting of cryptocurrency compensation arrangements.
Professional Associations and Memberships
- American Bar Association
- National Association of Stock Plan Professionals
- Global Equity Organization
- State Bar of California
- Law Society of England & Wales
- Senior Courts of England & Wales~United Kingdom (2011)
- California~United States (2004)
- University of California, Hastings College of the Law (LLM) (2003)
- Queen's University Belfast (LLB) (2000)
- Using Cryptocurrency as Compensation in the U.S. and Globally, Corporate Taxation Journal, Thomson Reuters, March/April 2020
- Fair Pay or Hell to Pay? What Happens When Corporate Pay Gaps Are Made Public?, Governance + Compliance Magazine - ICSA, May 2019
- Global Equity Plan Development and Implementation, Lexis Practice Advisor, September 2019 Update
- Section 409A and Deferred Compensation Arrangements for US Expatriates and Inpatriates, Lexis Practice Advisor, December 2018 Update
- Section 409A and Deferred Compensation Arrangements, Law 360, October 2017