Executive Compensation

Our firm’s primary strength—a nimble, concerted, multi-disciplinary approach to individual areas—is on full display in our Executive Compensation practice. Our team draws on the experience of corporate, securities, tax, trusts and estates, litigation and bankruptcy practitioners to analyze each client’s situation. This comprehensive approach allows us to provide customized and creative solutions.

Our counsel is especially valued by sophisticated private investment funds and investment managers—clients we have served with dedication for more than four decades.

We structure employee compensation and retention plans and arrangements for our fund manager clients. We have helped them:

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

We also set up leveraged and un-leveraged deferred compensation and employee equity ownership plans for our clients and advise them regarding corporate, tax and ERISA-related rights and obligations. Our experience in dealing with trusts and estates matters allows us to provide innovative ways for fund managers to minimize their income, gift and estate taxes as well.

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

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

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

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

It is our mission to help our clients understand and appreciate the aspects of their agreements relating to economics, restrictive covenants and termination scenarios. 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:

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

We are engaged by  fund managers with operations and employees in foreign countries. We also have many clients who are U.S. citizens working abroad or who are non-U.S. residents working in the U.S. We advise these clients with respect to the unique tax and planning issues that arise in these situations.

Our team boasts substantial experience in negotiating restrictive covenants, including 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.

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Kelly Zelezen advises clients in the asset management industry, including managers of hedge funds, private equity funds and separately managed accounts. She counsels clients on…

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