X

Reset Password

Username:

Change Password

Old Password:
New Password:
We have completed your request.

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.

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.

Additional Information

Practice Highlights

Executive Compensation

  • Ridgewood Energy Corporation in the formation of Ridgewood Energy Oil & Gas Fund III, a $1.9 billion fund to invest in oil exploration and production projects in the deepwater Gulf of Mexico  
  • Apollo Global Management and Riverstone Holdings in the $7.15 billion acquisition, among a consortium of investors, of El Paso Corp.'s upstream assets
  • TPG Capital in connection with all aspects of executive compensation in the $979 million acquisition of Ashland Inc.’s global chemical distribution business
  • Energy Transfer Partners in the $1.8 billion acquisition of Susser Holdings Corporation, the owner of retail convenience stores and a wholesale fuel distributor, in a unit and cash transaction
  • Occidental Petroleum Corporation in connection with all aspects of executive compensation in the spin-off of its California oil and gas business into an independent and separately traded company, California Resources Corporation
  • Targa Resources Partners and Targa Resources Corp. in connection with all aspects of executive compensation in the $7.7 billion acquisition of Atlas Pipeline Partners and Atlas Energy
  • Independent oil and gas company in connection with the integration of its executive compensation and employee benefit arrangements following the $6.9 billion sale of the company
  • Publicly traded energy client in redesigning and obtaining shareholder approval for a new equity compensation plan
  • Antero Resources Corporation in connection with all aspects of executive compensation in multiple public offerings of debt and equity securities
  • Privately held company in the executive compensation aspects of its initial public offering
  • A publicly traded company with respect to executive compensation disclosure and corporate governance matters
  • Spredfast in its acquisition of Shoutlet, a social data integration company 

Transactional Executive Compensation & Benefits

  • Devon Energy Corp. in the $8.84 billion contribution of substantially all of its U.S. midstream business to Crosstex Energy and Crosstex Energy to form a consolidated midstream business controlled by Devon
  • Parsley Energy, Inc. in its $1.1 billion initial public offering of common stock
  • Holly Corporation in the $7 billion merger with Frontier Oil Corporation, creating one of the largest independent refiners in the United States
  • Inergy, L.P. and Inergy Midstream, L.P. in an $8 billion multistep combination transaction with Crestwood Midstream Partners LP and Crestwood Holdings LLC
  • Southwest Airlines in its $3.4 billion acquisition of AirTran Holdings
  • The Shaw Group in its $3 billion sale to Chicago Bridge & Iron
  • TPG Capital in its $1.8 billion acquisition of natural gas properties in Wyoming’s Jonah field from Encana Corporation
  • Buckeye Partners in the $1.7 billion acquisition of Bahamas Oil Refining Company, owner of the largest storage terminal facility in the Caribbean, from First Reserve and Vopak
  • The Carlyle Group in the acquisition of the North American power generation assets of Cogentrix Energy, including five coal and solar power projects and a development pipeline of gas and renewable projects, from The Goldman Sachs Group