Sheppard Mullin

  • Established in 1927
  • Firm Size 1075
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Executive Compensation

Sheppard Mullin Tax attorneys help our clients attract and retain executives and employees. We have expertise drafting all types of executive employment and consulting agreements, equity plans and agreements, tailored bonus and commission plans, and employment-related agreements and policies concerning confidentiality and non-solicitation, employee privacy, mandatory arbitration, and numerous other types of employment-related documents.

Our approach to employment and executive contracts takes into consideration current market standards of different industries, as well as the relevant and often highly technical tax, securities and intellectual property issues prevalent in today's work environment. We participate in both the design and negotiation of such arrangements, the preparation of user-friendly documentation and support their implementation and on-going compliance/administration issues. In this regard, as needed, we will work closely with compensation consultants and accounting experts and also interface with regulatory agencies including the SEC, IRS and DOL.

Executive compensation arrangements are a corporate governance flashpoint that is heavily scrutinized by investors and subject to an increasingly complex body of regulations with exacting and highly technical requirements. Executive compensation is a frequent source of shareholder activism and coverage in the press.

Sheppard Mullin's executive compensation practice focuses on these issues and provides innovative, turn-key solutions. Our interdisciplinary practice takes into account prevailing custom and comprises federal/state laws, tax, labor, corporate and securities laws as well as financial accounting issues. We provide services to clients both small and large, from startup emerging growth companies, to family-owned businesses, to publicly traded corporations and also to the boards and committees of such entities. We have the expertise and experience to efficiently advise individual clients as well as corporations, LLCs and partnerships who participate in industries as diverse as sports, biotechnology, telecommunications, energy, construction, media, entertainment, and financial and investment services.

Our practice covers the panoply of compensation arrangements:
 

  • Executive employment and separation agreements
  • Current and deferred bonus and commission compensation plans
  • Change of control and severance plans and merger and acquisition advice
  • Equity compensation and incentive plans, including stock option plans, stock incentive plans, and employee stock purchase plans (ESPPs)
  • Stock appreciation rights (SARs), nonqualified deferred compensation, and IRC §409A compliance
  • 1933 and 1934 Act compliance (Form S-8, Section 16, Rule 701, Regulation D and annual/periodic reports)
  • Securities law registration and IRC §162(m) compliance, shareholder approval process and FAS ASC 718 issues
  • Turn-key executive compensation disclosures under new expanded SEC Reg. S-K 402 rules, including all tabular display computations and post-termination numerical analyses
  • Corporate governance compliance with Dodd-Frank, Sarbanes-Oxley (SOX), JOBS Act, NYSE, Nasdaq and Institutional Shareholder Services Inc. (ISS) guidelines
  • Competitive compensation benchmarking and working to determine reasonable and competitive compensation
  • Quantitative analysis addressing Rule 701 compliance, golden parachute (IRC §280G) taxes, perquisites, change of control or post-termination costs
  • Stock ownership and insider trading policies including Rule 10b5-1 trading plans

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Diversity

"As Sheppard Mullin continues to grow, it is important that we not lose sight of the need to recruit women, attorneys of color and others of diverse backgrounds."
-Guy Halgren, Chairman of the Executive Committee

At Sheppard Mullin, we make every effort to recruit the finest lawyers and nurture their talents. The firm recognizes the importance of diversity and the need to create a workplace of inclusion. We need ¿ and our clients demand ¿ a team of attorneys that is as diverse as our increasingly global client base. Achieving and maintaining diversity is key to great client service ¿ a core value of our firm. What distinguishes good intentions from results is a commitment by senior management to find the best attorneys possible coupled with the sincere belief that people with diverse backgrounds bring valuable attributes to the firm. At Sheppard Mullin, the Executive Committee, Diversity Committee, and the lawyers in each of our offices work hard to ensure that all attorneys who join our firm fit in seamlessly and are encouraged to succeed.

Members of our Diversity Committee include ethnically diverse attorneys and a representative from the firm's Executive Committee. Diversity Committee members have served on the Boards of the Anti-Defamation League, the Black Women Lawyers Foundation (Los Angeles), and the Charles Houston Bar Association (northern California). Women and minority attorneys participate on key committees of the Firm (Executive Committee; Compensation Committee; Diversity Committee; Recruiting Committee; Professional Personnel Committee; Associate Issues Committee). Four of the Firm's nine Office Administrative Partners are women, one of whom is African-American and another is multi-racial.

"Serving on the firm's Diversity Committee is one of the most important things I do. I firmly believe that we must be vigilant in our efforts to recruit talented women attorneys and attorneys of color. Our success in this area has a positive effect our firm's culture, practice and client relationships."
-Joan Story, Member Executive Committee and Diversity Committee

Below is a description of just some of our outreach efforts.

  • The firm participates in and financially supports the California Minority Counsel Program and the ABA Minority Counsel Program, as well as several minority bar associations. These groups are dedicated to increasing access for and promoting and retaining minorities in the legal profession.
  • The firm actively recruits law students of color, e.g., we participated in the National Black Law Students Association (NBLSA) of the Western Region job fair held at UCLA School of Law.
  • Sheppard Mullin contributes to the Minority Corporate Counsel Association; California Women Lawyers; Queen's Bench; Black Women Lawyers Association of Los Angeles; and the National Black Law Students Association, among others.
  • We actively participate with other major Los Angeles law firms in the Diversity Directors Roundtable, a group that is committed to promoting diversity in the legal profession and in our firms.
  • The firm received the Law Firm Award from the Black Women Lawyers Association of Los Angeles Foundation for its strong commitment to the promotion of community and pro bono activities.
  • Multicultural Law magazine named Sheppard, Mullin, Richter & Hampton LLP as one of "The 2011 Top 100 Law Firms for Diversity."
  • Sheppard Mullin helped underwrite the production of a motion picture project entitled "Soul of Justice: The Life and Times of Thelton Henderson." The film chronicles the life of respected African-American jurist Thelton Henderson, a crusading civil rights litigator and role model.
  • The firm signed the Bar Association of San Francisco's "No Glass Ceiling Initiative," BASF's "Minority Goals and Timetables," the New York County Lawyers' Association Diversity Statement, and the Los Angeles County Bar Association's Diversity Statement.

Much of our pro bono work relates to the diversity of the communities in which we practice; sample clients include:

  • Constitutional Rights Foundation
  • Domestic Violence Project, Los Angeles Bar Association
  • Lawyers Committee for Civil Rights
  • Task Force for the Women's Resource Fair, City of San Diego
  • Tolerance Through Education Program, Beverly Hills Barristers Associations
  • Violence Against Women Act Program, Legal Aid Foundation of Los Angeles

Awareness of diversity enables us to understand the value of differences. At Sheppard Mullin, we are committed to hiring top tier attorneys, without regard to race, ethnicity, gender or sexual orientation.

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