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Executive Compensation

Understanding the impact that compensatory packages have in attracting and retaining key management, Vinson & Elkins’ dedicated group of Executive Compensation & Benefits (ECB) lawyers advises companies on all aspects of executive compensation arrangements and employment agreements. We guide clients in the strategic drafting, structuring, negotiation, and complex compliance aspects of equity-based compensation arrangements; employment, severance, change in control, bonus, and retention agreements; and non-qualified retirement and deferred compensation plans.
Chambers USA: Employee Benefits & Executive Compensation (Nationwide), 2022–2025
The Legal 500 US: Labor & Employment – Employee Benefits, Executive Compensation & Retirement Plans: Transactional, 2018–2025
V&E’s ECB Group is one of the largest in the nation, and unlike many of our competitors, our attorneys dedicate 100% of their time to advising clients on executive compensation and benefits matters. We counsel public companies, privately held entities, corporations, partnerships, private equity firms, start-ups, compensation committees, boards of directors, management teams, and executives on all aspects of executive compensation arrangements. This range of experience enables us to see issues from multiple perspectives and design creative compensatory solutions that mitigate tax ramifications while achieving the specific goals of our diverse clients. While we have considerable experience in providing tax and securities law compliance advice with respect to executive and incentive compensation plans, programs, and agreements, V&E lawyers are also well versed in representing clients before the IRS, SEC, and other governmental authorities with respect to executive compensation issues.
Navigating the Legislative Framework
Increased scrutiny of the legal complexities surrounding executive compensation has resulted in expanded regulations, new legislation, and heightened attention at the state and federal level. V&E’s ECB lawyers assist companies in reducing their risk by administering executive compensation programs that comply with ongoing public policy developments. We also team with colleagues in our Corporate practice to aid in proper disclosure of executive compensation and employee benefits matters for federal securities laws purposes.
Targeted Solutions
With the legal complexities surrounding executive compensation and employee benefits, V&E’s ECB lawyers have extensive experience handling all compensation and benefit aspects of acquisitions, sales, mergers, spin-offs, takeovers, leveraged buy-outs, initial public offerings, and financing transactions. In the context of compensation and benefits arrangements and agreements, we are skilled at drafting and negotiating transaction documents to reflect the division of responsibilities and perform due diligence on target companies and businesses to identify potential liabilities that need to be allocated among the parties.
When fitting, V&E’s multidisciplinary resources and experience enable us to coordinate comprehensive guidance in tax, corporate, and litigation matters to provide clients with the most pertinent advice.
Experience Highlights
Various clients in day to day securities work and SEC filings with respect to executive compensation matters and employee benefits
Altium (ASX: ALU), a multinational software company, as special ECB counsel in the sale of the company to Renesas Electronics Corporation (TSE: 6723)
Crescent Energy in its $2.1 billion acquisition of SilverBow Resources
Enbridge (US) Inc. in its $1.2 billion acquisition of seven operating U.S. landfill gas-to-renewable natural gas facilities in Texas and Arkansas from Morrow Renewables
A BlackRock Diversified Infrastructure fund and a Morgan Stanley Infrastructure Partners fund in their $1.14 billion joint acquisition of the Portland Natural Gas Transmission System from TC Energy Corporation and its partner Northern New England Investment Company, Inc., a subsidiary of Énergir L.P.
LandBridge Company LLC in its $247 million initial public offering of common stock
Rockcliff Energy II, a portfolio company of Quantum Energy Partners, in its $2.7 billion sale to TG Natural Resources
The Houston Astros in a joint venture with the Houston Rockets to acquire AT&T SportsNet Southwest from Warner Bros
Two leading private credit investors in a preferred equity investment in a leading eye care retail business
Paceline IRA Capital, LP and its affiliates in their investment in IRA Financial Technologies LLC
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