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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.

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.

Executive Compensation

  • Newly public companies in all executive compensation and benefits matters, implementation of long-term incentive plans and severance arrangements

  • Various companies in executive compensation aspects of shareholder activism defense 

  • Board of directors of EP Energy in connection with severance of existing management team and implementation of compensation arrangements for new management team 

  • Compensation Committee of the Board of Directors of Charah Solutions, Inc. in employment and executive compensation matters related to the transition of the company’s CEO 

  • REIT in compensation aspects of internalization of REIT’s external manager, including implementation of REIT LTIP unit plan 

  • 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

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

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