Representative Legal Matters
Advised a US public company on the domestic and international compensation aspects of its IPO, including the design, approval and implementation of its post-IPO equity incentive plan, employee stock purchase plan, annual incentive plan, director compensation policy, insider trading policy and compensation committee charter, and assistance with related international compliance requirements in approximately 20 jurisdictions.
Drafted multiple omnibus stock incentive plans and proxy proposals for US 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 US Fortune 500 companies, with US and non-US 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 US multinationals.
Assisted several US public companies with preparation of executive compensation disclosures, CEO pay ratio and other compensation disclosures in their annual proxy statements.
Prepared a performance equity arrangement and employment agreement for the CEO of a US publicly traded company.
Analyzed trends and best practices for change in control and severance benefits and designed executive severance agreements for a privately-held US company.
Advised a non-US public company on US federal and state securities law registration and Code Section 409A and 457A requirements for offering of deferred equity and compensation arrangements to US resident executives and directors.
Assisted US 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 US 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)
Author, “SEC Proposes to Amend Rule 701 and Form S-8 and Extend Rules to “Gig” Workers,” Baker McKenzie InsightPlus, December 2020
All's Well That Ends Well Following IRS Guidance on Deposit Rules for Equity Awards," Corporate Taxation Journal, Thomson Reuters, September/October 2020
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