Heller Ehrman regularly assists both private and public companies with the full range of issues involving compensation and benefits. We draw upon the knowledge and experience of attorneys across practice groups to address matters that arise in the context of compensation design and operation; employment and separation agreement negotiation; executive tax planning; state and federal securities law and tax law compliance with respect to stock options and other equity compensation; merger and acquisition compensation planning and negotiation; and corporate governance with respect to executive and equity compensation.

Working with our M&A group, we identify points of compensation negotiation at the acquisition agreement stages; negotiate terms of the compensation and benefit plan structure; assist with the negotiation of post-acquisition employment arrangements; secure non-compete arrangements and intellectual property rights when representing the acquirer; and coordinate the post-acquisition merger, separation and other issues involving equity arrangements. Our clients include both venture-backed private companies and publicly traded companies, as well as individual executive officers.

Facts About Our Practice

• Structure equity compensation, including stock options, restricted stock, phantom stock and stock appreciation rights.
• Advise boards of directors and compensation committees of public and private companies on all compensation and employment matters.
• Help structure compensation arrangements from company inception through the mature public company stages – including corporations, limited liability companies, partnerships and S corporations.
• Provide counsel on all tax issues applicable to employment and equity compensation arrangements, including:
• "Golden parachute" issues under Section 280G of the Internal Revenue Code (IRC).
• Deferred compensation arrangements under IRC Section 409A.
• Incentive stock option and employee stock purchase plans.
• Restricted stocks and IRC Section 83 matters.
• $1 million  cap on executive compensation under IRC Section 162(m).
• U.S. Employee Retirement Income Security Act (ERISA) issues.
• Address restricted stock and insider transaction matters, including public reporting of such transactions, as well as:
• Section 16 and Rule 144 compliance.
• Rule 10b5-1 plans.
• Insider trading policies.
• Advise on governance, compliance and all aspects of public company disclosure issues related to compensation matters and other matters affecting company insiders.
• Negotiate executive employment and separation arrangements.
• Provide counsel on change of control matters affecting officers, directors and employees – including change of control arrangements, compensation plans and general employee benefits matters.
• Advise company finance officers and accountants in the identification of  financial accounting and reporting issues relating to compensation.