PRACTICE AREA - Executive Compensation


Executive Compensation

Kleinberg Kaplan’s Executive Compensation Practice provides a broad range of services to our corporate and individual clients. Our team’s employment law experience coupled with our sophistication in representing private investment funds, investment advisers and other businesses, enables us to provide our clients with customized and creative solutions. As with all of our practice areas, 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
  • Public companies

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
  • Real estate

We take the time to make sure all of our clients understand and appreciate the important aspects of their agreements, and we advise 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 experience in dealing with “restrictive covenants” such as non-competition and non-solicitation provisions. We help our individual and corporate clients evaluate these covenants in light of their unique 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 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 advise 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 experience in dealing with trusts and estates matters 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 start-up companies provides us with 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 Adviser Compliance

We routinely work with our registered investment adviser 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 advisers and prevent insider trading.

 

 


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MARC R. ROSEN

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