At every stage in a company's development—from startup, through initial
public offering, mergers and acquisitions, to strategic exits and wind
downs—executive compensation is a key component of any successful business
strategy. To attract and retain top leadership, organizations need legal
advisors with a deep understanding of the economic, legal, and regulatory
forces that play a role in strengthening the important relationships between
businesses and senior executives.
Jones Walker LLP has extensive experience advising companies on the full range
of executive compensation and employee benefits matters with an in-depth
understanding of the day-to-day and long-term business and regulatory issues
our clients face. Our executive compensation advice is comprehensive, as we are
not only skilled in those areas of law that are traditionally associated with
executive compensation, including taxation and labor and employment law, but we
also focus on the state and federal securities law implications of compensation
and applicable regulatory aspects. Our employee benefits lawyers also provide
comprehensive counsel on related health and welfare benefits, qualified and
nonqualified retirement options and similar issues, and we regularly work
closely and cooperatively with clients' outside consultants to develop
effective, coordinated solutions.
Our client list is as extensive as the services we provide, and includes
non-profits, small businesses, mid-sized companies, and major national and
international corporations, as well as their boards of directors, compensation
committees, and individual executives. In many cases, we began advising clients
with a local or regional presence, and have continued to provide counsel
through periods of rapid growth and as they evolved into mature enterprises
with a national and international presence. We understand the issues that face
all employers, as well as the unique challenges and opportunities that arise
within specific industries and throughout the lifespan of a business.
With offices throughout the Gulf Coast and in other select markets, we offer
clients a clear choice: the resources and capabilities of a top-tier national
practice, with a cost structure below that of similar firms in more expensive
metropolitan areas. This blend of performance and value, coupled with our
commitment to high-quality service, is why Jones Walker has been named to
American Lawyer Media's list of "Go-To Law Firms of the World's Leading
Companies" since 2008.
Full Spectrum of Executive Compensation and Employee Benefits Services
Executive compensation plan design and structuring. We develop,
negotiate, and review a broad range of nonqualified and qualified compensation
arrangements:
- Annual Incentive Plans
- Long-Term Incentive Plans
- Stock Incentive Plans and
Award Agreements (including options, restricted stock, performance awards)
- Employee Stock Purchase
Plans (qualified and nonqualified)
- Deferred Compensation Plans
- Employment Agreements
- Change of Control and
Severance Plans and Agreements
- Retention Plans
- Supplemental Defined
Contribution and Defined Benefit Plans
- Pension Plans
- Profit Sharing Plans
- Fringe Benefit Plans
- Summary plan descriptions
and participant communications
Public company disclosures and reporting. We assist our
publicly traded clients with preparing all required disclosures and other
regulatory filings related to executive compensation, including the following:
- Annual and special meeting
proxy statements, including the CD&A
- Forms 8-K
- Section 16 filings
- Section 13 filings
- Forms 144
- "Top Hat" notices
Regulatory compliance and corporate best practices. We help clients
develop policies and procedures to ensure that they comply with federal and
state tax and other regulatory and listing requirements, and that they are
aware of current best practices in corporate governance, specifically in the
following areas:
- IRC Section 162(m)
- IRC Section 409A
- IRC Section 280G
- NYSE, NASDAQ and other
listing requirements
- Proxy voting guidelines
(such as those issued by ISS, Glass Lewis, and major institutional
investors)
- Corporate governance ratings
(such as those issued by ISS and GMI)
- IRS audits, determination
letters and plan qualification proceedings
- Department of Labor audits
- Tax controversy
- Plan administration
- Plan-defect corrections
- Accounting rules
- Internal compliance audits
Corporate transactions. We counsel clients on compensation
questions that arise in conjunction with mergers, acquisitions, divestitures
and joint ventures, such as issues related to:
- Conversion and assumption of
equity
- Change of control payments
- IRC Section 280G issues
(parachute payments)
- Retention plans
- Post-transaction integration
Related benefits experience. We also work closely with members of the
firm's labor and employment team to provide counsel on a broad range of
executive and employee health, welfare and retirement plans, including employee
stock ownership plans (ESOPs); 401(k), 403(b), 457 and money-purchase plans, as
well as IRAs, Roth IRAs and SEP-IRAs; health and dental insurance, and flexible
benefit (cafeteria) plans; and voluntary employees beneficiary associations
(VEBAs) and multiemployer welfare arrangements (MEWAs). Our lawyers also
counsel clients on issues stemming from state and federal regulations such as
the Employee Retirement Income Security Act (ERISA), Consolidated Omnibus
Reconciliation Act (COBRA), the Health Insurance Portability and Accountability
Act (HIPAA), the Family and Medical Leave Act (FMLA) and the Patient Protection
and Affordable Care Act (PPACA).
