Practice Expertise

  • Corporate
  • Corporate Governance and Board Advisory
  • Mergers and Acquisitions
  • Executive Compensation/Employee Benefits

Areas of Practice

  • Corporate
  • Corporate Governance and Board Advisory
  • Executive Compensation/Employee Benefits
  • Mergers and Acquisitions
  • Emerging Growth and Venture Capital
  • Tax
  • View More

Profile

Emily’s legal practice focuses on executive compensation and employee benefit arrangements (including their related tax, accounting, securities and corporate governance aspects).

Representative Experience

Corporate Representation: Advises private and publicly traded clients and their boards of directors on compensation and benefits matters, including:

  • Drafting and maintaining equity, phantom equity and cash bonus plans
  • Drafting CD&As
  • Addressing issues under applicable federal and state securities laws
  • Addressing listing requirements under NYSE and NASDAQ exchanges
  • Advising on institutional shareholder expectations and requirements

 

  • Advising pre-IPO companies on their compensation arrangements
  • Advising on various tax issues relating to equity compensation and performing 162(m) analyses
  • Drafting employment agreements and severance agreements

Transactions: Advises clients on compensation and benefit issues associated with corporate transactions, including:

  • Tailoring of transaction documents
  • Drafting option cancellation/assumption agreements and inducement plans
  • Addressing incentive and retention issues
  • Performing Section 280G analyses and associated benchmarking

Section 409A: Helps clients comply with all aspects of Section 409A and its application to traditional non-qualified deferred compensation arrangements, equity plans, employment and severance arrangements, bonus arrangements and reimbursement arrangements

Education
AB, Harvard University, cum laude, 2003

Areas of Practice

  • Corporate
  • Corporate Governance and Board Advisory
  • Executive Compensation/Employee Benefits
  • Mergers and Acquisitions
  • Emerging Growth and Venture Capital
  • Tax

Professional Career



Articles

  • Mitigating the Impact of the 280G Golden Parachute Rules, Executive Compensation Practical Pointers
  • Conserving Equity Plan Share Reserves After M&A Transactions, Executive Compensation Practical Pointers
  • CEO Pay Ratio Disclosure: What We’ve Seen in Filings So Far, Executive Compensation Practical Pointers
  • Director Equity Award Limit in LTIPs: How Companies are Addressing it this Proxy Season in Light of Recent Delaware Case Law, Executive Compensation Practical Pointers
  • Six Key Considerations: Executive Contract Negotiations, Straightline

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