David’s legal practice focuses on executive compensation and employee benefits arrangements (including their related tax, accounting, securities and corporate governance aspects).

Relevant Experience

Corporate Representation: Advises private and publicly traded clients and their boards of directors on compensation and benefits matters, including:

  • Drafting and maintaining equity, phantom equity and cash bonus plans
  • Drafting CD&As
  • Addressing issues under applicable federal securities laws
  • Addressing listing requirements under NYSE and NASDAQ exchanges
  • Advising on institutional shareholder expectations and requirements
  • Advising pre-IPO companies on their compensation arrangements
  • Drafting employment agreements and severance agreements

Transactions: Advises clients on compensation and benefit issues associated with corporate transactions, including:

  • Tailoring of transaction documents
  • Addressing incentive and retention issues
  • Performing Section 280G analysis and associated benchmarking

Section 409A: Assists clients in compliance with all aspects of Section 409A and its application to traditional non-qualified deferred compensation arrangements, equity plans, employment and severance arrangements, bonus arrangements and reimbursement arrangements

ESOPs: Assists business owners in sale of stock to an employee stock ownership plan for various purposes, including business financing, seller deferral of capital gains taxes and implementation of succession strategies

Executive Representation: Represents executives in negotiations of their hiring or termination of employment

Insights