Seward & Kissel’s Executive Compensation & Employee Benefits Group provides sophisticated Executive Compensation services and handles all types of Employee Benefits matters for our varied client base, which includes Banks and Financial Institutions, Public Companies, Private Companies, Investment Managers, Partnerships, Sole Proprietorships, Tax-Exempt Organizations, and Senior Executives thereof.
Banks and Financial Institutions
We regularly represent banks, investment banks, large financial institutions, and senior executives of those firms, in connection with their compensation and benefits arrangements.
Our representation includes drafting, negotiating, analyzing and amending employment agreements, incentive compensation and bonus pool arrangements, stock option agreements, restricted stock plans, deferred compensation plans and severance plans and agreements, qualified pension, profit-sharing, stock bonus and employee stock ownership plans (including leveraged ESOPs and defined benefit and 401(k) plans), as well as analyzing prototype plans and the accompanying adoption agreements.
In addition to providing clients a full range of employment, tax, ERISA, securities and litigation advice in respect of these matters, we are well versed in emerging regulatory requirements and expectations in the U.S. and abroad in the wake of the recent financial crisis regarding compensation issues, including deferral of incentive compensation, limits on cash compensation and the adoption of forfeiture and clawback policies, as well as how those issues are being addressed by different financial institutions.
Public Companies
We represent public companies and their senior executives and directors in analyzing and complying with the various corporate governance, employee benefits, executive compensation disclosure and other requirements of the U.S. securities laws, tax and ERISA.
We provide advice with respect to other matters of importance to public companies and their senior executives and directors, such as Director and Officer (D&O) insurance, potential conflicts of interest and related party transactions, 10b5-1 plans, equity-based compensation plans, health and welfare benefit matters, including compliance issues and COBRA.
Private Companies, Partnerships and Sole Proprietorships
Seward & Kissel’s extensive experience in representing private companies, partnerships and sole proprietorships which provides us with the unique ability to help companies design compensation and benefit plans that meet their specific requirements, needs and business goals. We advise on all aspects of their equity plans, restricted stock plans, phantom stock plans, stock option plans, deferred compensation arrangements, health and welfare plans, individual retirement accounts, simplified employee pensions and tax-sheltered annuity programs and severance plans. We also work with Seward & Kissel’s Business Transactions Group to advise companies and their executives regarding employee benefits, executive compensation and ERISA considerations involved in mergers and acquisitions or other sale or purchase of equity interests, including negotiating agreements, performing due diligence and integrating benefits.
Investment Managers
The Executive Compensation & Employee Benefits Group works in close consultation with Seward & Kissel’s Investment Management practice to provide a wide range of services for investment managers, hedge funds and private equity funds. Such services include creating comprehensive compensation plans (including profits interest and phantom equity arrangements), bonus pool agreements (including those that contain holdback, loss carry forward and vesting provisions), carried interest plans, deferred compensation plans, employment contracts for portfolio managers and similarly situated senior level employees, developing appropriate restrictive covenants (such as non-solicitation, non-competition and capacity rights provisions), analyzing tax issues in connection with compensation matters, in particular under Sections 409A and 457A of the Internal Revenue Code and formulating employment policies and procedures for fund managers.
Executives and Other Members of Senior Management
We represent executives and other members of senior management, including portfolio managers, in negotiating and evaluating their compensation arrangements in employment, consulting and severance agreements with major domestic and international investment banks, private investment funds, registered broker-deals and financial services institutions.