Represented a large private equity sponsor in the negotiation and documentation of the shareholder employment and equity incentive agreements with management in connection with its purchase of a marketing information services company.
Represented a large private equity sponsor in the negotiation and documentation of the shareholder employment and equity incentive agreements with management in connection with its purchase of an industrial materials manufacturer.
Represented a large private equity fund in structuring the compensation and equity arrangements for the senior management team in its acquisition of an industrial materials manufacturer.
Represented a public company in connection with modifying its outstanding performance equity awards to comply with Section 409A of the tax code.
Management Teams:
Representation of management teams in negotiations with the nation’s largest and most sophisticated private equity sponsors in the world.
Represented the chief executive officer and other senior members of management of a large health care provider in the negotiation and documentation of the rollover and contribution agreement, the shareholder employment and equity incentive agreements in connection with its purchase by a large private equity sponsor.
Having represented the Chief Executive Officer through his career, represented the CEO and the rest of the management team of a pharmaceutical development expeditor in a $5 billion private equity acquisition, including representation in negotiating the team’s equity rollover and contribution agreements, new equity participation awards, governance rights and employment agreements.
Represented the chief executive officer and other senior members of management of a large media technology company in the negotiation and documentation of the shareholder, rollover and contribution, employment and equity incentive agreements in connection with its purchase by a large private equity sponsor.
Represented the senior management team of a marketing information services company in negotiating their employment and equity arrangements, and rollover and contribution agreements, in connection with a private equity company’s acquisition.
Senior Investment Professionals:
Represented several senior investment professionals of various alternative asset managers in connection with their employment and separation agreements.
Represented an executive from his separation from a top media company, the acquisition of media property with private equity backing, the sale of the media property to a public company and the negotiation of the employment and equity arrangements to become the CEO of the public company.
Represented the founders of a healthcare patient communication business in connection with its acquisition by a strategic buyer, including addressing complicated cross-border tax issues resulting in the founders qualifying for advantageous tax treatment under German and US tax rules.
Represented the CEO of a public investment manager in an internal investigation addressing alleged securities law violations.
Represented the founder of an investment banking firm in connection with the sale of the firm to a large bank, including the negotiation of the purchase agreement, rollover equity terms (including future put rights), new equity incentive awards, on-going governance rights and on-going employment terms.
Represented the President of a large investment advisor in connection with its contribution of approximately $20 billion of assets to a publicly traded REIT.
Negotiated compensation arrangements for senior portfolio and strategy managers with various mutual, private equity, and hedge funds.
Litigation:
Represented a former senior executive of a large publicly traded media company in a seven-day arbitration in connection with a change in control agreement
Represented a large private equity sponsor in a multi-day arbitration in connection with a claim by a former senior executive regarding additional carried interest.
Winning an arbitration to obtain purchase price adjustments for the principals of a corporation sold to a public company.
Additional Select Representation:
Represented a wholesale retailer in connection with negotiating the equity awards granted to its CEO, including drafting and negotiating a restricted stock award, a non-qualified option award, two profit interest awards and multi-party put, call and pre-emption rights agreement
Represented a number of varying clients, from international manufacturers to technology companies to construction companies, in advising, drafting and implementing phantom equity plans, including stock appreciation right plans and change of control bonus plans.
