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Executive Compensation


Kleinberg Kaplan's Executive Compensation Practice provides a broad range of services to our business and individual clients. Our team's employment law experience coupled with our expertise in representing private investment funds, investment advisors, broker-dealers and other businesses, gives us the ability to provide customized and creative solutions to the issues our clients face. As with all of our practice area specialties, we take a multi-disciplinary approach to our executive compensation practice, integrating our corporate, securities, tax, trusts and estates, litigation and bankruptcy knowledge to provide a thorough analysis of each situation.


Executive Employment Arrangements

We specialize in representing senior executives in negotiating and evaluating their employment, consulting, and severance agreements with major U.S. and international:

  • Investment banks
  • Private investment funds
  • Broker-dealers
  • Financial services institutions

  • We also represent senior executives and their companies in many other industries including:

  • Transportation
  • Manufacturing
  • Music and television
  • Apparel
  • Marketing and advertising
  • Not-for-profit organizations
  • Distribution
  • Service companies

  • We take the time to make sure all of our clients understand and appreciate the important aspects of their agreements, and counsel them with respect to their rights and obligations to their new and their former employers or employees.

    We help our clients analyze and evaluate:

  • Incentive compensation arrangements
  • Change of control and "golden parachute" provisions
  • Confidentiality obligations
  • Stock options
  • Vesting and forfeiture provisions
  • Restricted stock and phantom equity plans
  • Taxation issues and deduction limitations
  • Deferred compensation plans, including key employee share option plans
  • Bankruptcy protection issues
  • Insurance considerations
  •  

    Restrictive Covenants

    We also have substantial expertise in dealing with "restrictive covenants" such as non-competition and non-solicitation provisions. We help our individual and business clients evaluate these covenants in light of their individual situations and guide them in deciding whether to negotiate or litigate regarding enforcement if necessary. We have represented clients in many litigations, as well as FINRA (formerly NASD) and American Arbitration Association arbitrations, regarding the enforceability and scope of restrictive covenants.


    Private Investment Fund Compensation Arrangements

    We represent the managers of private investment funds in structuring their employee compensation and retention plans and arrangements. We have helped our clients:

  • Retain key employees
  • Address investor demands for employees to "have skin in the game"
  • Save taxes
  • Defer taxes on their income
  •  

    We help our clients set up leveraged and un-leveraged deferred compensation and employee equity ownership plans and counsel them regarding their rights and obligations under such plans from corporate, tax and ERISA perspectives. For example, we recently designed and implemented an arrangement for a team of senior executives at a major international investment bank that allowed them to defer taxes just for members of their group. Our trusts and estates expertise allows us to provide innovative ways for the managers of our private investment fund clients to minimize their income, gift and estate taxes as well.


    Closely-Held and Emerging Companies

    Our experience in representing closely-held and emerging companies provides us with a unique insight to help these companies design compensation plans tailored to their specific needs. We advise them on all aspects of their:

  • Equity ownership plans
  • Stock option plans
  • Deferred compensation arrangements
  • Phantom stock plans
  • Employment and severance agreements with their key executives
  •  

    We work closely with our clients' compensation consultants and accountants to ensure that our clients fully understand the plans and agreements and that they are implemented effectively.


    Multi-National Planning

    We have many private investment fund clients with operations and employees in foreign countries. We also have many clients who are U.S. citizens working abroad or who are foreigners working in the U.S. We advise these clients with respect to the unique tax and planning issues that arise in these situations.


    Investment Advisor Compliance

    We routinely work with our registered investment advisor clients to create compliance policies and procedures to help them monitor and regulate the personal securities trading of their employees. We help them develop and implement

  • Information barriers
  • Lists of restricted securities
  • Personal securities trading plans and monitoring systems
  •  

    to help them fulfill their legal responsibilities as registered investment advisors and prevent insider trading.