Capabilities
Corporate Governance

Executive Compensation

Arnold & Porter's Compensation and Benefits attorneys work with clients on a wide range of compensation and employee benefit plan matters and their related corporate governance aspects. We advise clients on equity-based compensation plans, employment and separation agreements, deferred compensation plans, golden parachutes, Section 162(m) (the $1 million limit on executive compensation deductions), Section 280G (golden parachute limits), and Section 409A (tax code deferred compensation rules). Teaming with our corporate and securities lawyers, we counsel clients, including boards of directors and compensation committees, on a wide range of compensation-related corporate and governance matters including securities law disclosure requirements, director fiduciary duties, say-on-pay votes, proxy advisory firm considerations in the design of compensation programs, outreach to institutional shareholders relating to executive compensation, and stock exchange requirements relating to equity compensation. Our attorneys also frequently advise compensation committees and boards of nonprofit organizations on compensation matters and intermediate sanctions rules.

Representative Experience

  • Advised a compensation committee on executive compensation program design, related say-on-pay issues, shareholder outreach relating to executive compensation, and securities law disclosure requirements.
  • Advised a financial institution on equity and incentive plan design, related proxy advisory firm considerations, and securities law disclosure requirements.
  • Advised a compensation committee on structuring of equity compensation grants for senior management team.
  • Advised a financial institution on equity and incentive plan design, Section 162(m) stockholder approval requirements, and securities law disclosure requirements.
  • Advised a financial institution in connection with employment agreement terms for their newly-hired chief executive officer.
Overview

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