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Barbara Klementz

Partner
Baker & McKenzie LLP

Biography

Barbara Klementz is the chair of Baker McKenzie’s North American Compensation Practice. She has practiced in the area of global equity and executive compensation for 25 years. Barbara has authored several articles on global equity issues for the BNA Executive Compensation Journal, Journal of Corporate Taxation and San Francisco and Los Angeles Daily Journal, among others, and she is a contributor to a blog on global equity related topics called the Compensation Connection. She is also a frequent speaker on a variety of global equity topics. Barbara was recognized as a Thomson Reuters Stand-out Lawyer for 2024 and recognized as a ranked practitioner by Legal 500 for Employee Benefits: Transactional and by Chambers USA. Client feedback in Chambers and Legal 500 states that "Barbara is super responsive and just really knows the space." and "Barbara Klementz possesses incredible knowledge and a knack for explaining complex issues simply. She always considers the bigger picture and provides commercially sound advice." Barbara is admitted to private practice in California and Düsseldorf, Germany.

Practice Focus

Barbara focuses her practice on global equity compensation programs, executive compensation and employee benefits. She regularly advises multinational companies on implementing their equity compensation and other incentive programs worldwide – particularly as it relates to tax and securities law matters and exchange control regulations. Barbara also frequently advises on the treatment of such programs in corporate transactions, including mergers and acquisitions, spin-offs and divestitures, as well as on the tax treatment of cross-border employees participating in such programs.

Representative Legal Matters

  • Advised Cisco and Splunk on global equity and incentive award issues across 34 countries in connection with Cisco’s USD 28 billion acquisition of Splunk.

  • Advised Bristol-Myer Squibb Company on its USD 74 billion acquisition of Celgene Corporation in relation to the assumption of equity awards from and issuance of contingent value rights to employees in 40+ countries.

  • Advised on regulatory and tax issues surrounding employee equity awards in over 40 countries related to Computer Sciences Corporation’s merger with a subsidiary of a global technology company to form an independent, public company, DXC Technologies, Inc.

  • Advised Symantec Corporation on the global tax and regulatory consequences surrounding their equity awards in the USD 6.3 billion sale of its information management and storage unit, Veritas Technologies Inc., to The Carlyle Group, a private investment firm specializing in global alternative asset management.

  • Advised Citrix Systems, Inc. on the tax and legal issues affecting equity awards held by employees of GetGo subsidiary in spin-off and subsequent merger with LogMeIn.

  • Advised semiconductor company on international equity compensation issues related to spin-off of subsidiary.

  • Advised Fortune 100 software company on implementation of RSU program in approximately 90 countries.

  • Advised Fortune 100 software company on tax and regulatory issues related to adjustment of equity awards as a result of extraordinary dividend distribution.

  • Represented internet company in assuming various equity plans operated by acquired companies and advised on related tax and regulatory issues.

  • Provided advice on tax treatment of cross-border transferring employees with regard to outstanding equity awards.

  • Advised semiconductor company on implementation of global recharge program for equity awards in 25 countries.

Professional Honors

  • Thomson Reuters "Stand Out Lawyer," 2024
  • Ranked Practitioner, Chambers USA, Employee Benefits & Executive Compensation, 2017 - 2025
  • Leading Lawyer, Legal 500, Employee Benefits & Executive Compensation, Transactional and Design, 2025
  • Named one of Silicon Valley's "Incubators of Innovation," The Recorder, 2015

Professional Associations and Memberships

  • Global Equity Organization - Board of Directors
  • National Association of Stock Plan Professionals
  • State Bar of California
  • San Francisco Bar Association

Admissions

  • California~United States (2001)
  • Düsseldorf~Germany (1999)

Education

  • University of San Francisco School of Law (LL.M. International & Comparative Law) (2000)
  • University of Bonn (Assessor Exam) (1998)
  • University of Bonn (First State Exam) (1995)

Languages

  • English
  • French
  • German

Publications

The Compensation Connection

Co-author, “Around the World with ESPP,” Fidelity Investments, June 2025

Author, "China SAFE Requirements for Equity-Based Awards," Baker & McKenzie LLP, October 2022

Co-author, “Offering Share-Based Awards to Employees in Vietnam,” Baker & McKenzie LLP, July 2022

Author, “Key Considerations in a Spin-Off for Global Equity Awards,” Baker & McKenzie LLP, November 2019

Author, "How To Structure Employee Stock Options In Israel," Law360, 3 July 2018

Baker & McKenzie LLP is a Limited Liability Partnership organized under the laws of the State of Illinois (USA) and is a member of Baker & McKenzie International, a Verein organized under the laws of Switzerland.