Short Case Study #1

He has entered into long-term relationships with a number of midsize and large law firms, large accounting firms and compensation...

Short Case Study #2

He assisted a well-established law firm representing a publicly-traded client engaged in a $1 Billion + corporate transaction. As the...

Short Case Study #3

Mr. Fields has assisted a national accounting firm that lacks expertise in the executive compensation area by designing and drafting a...

Short Case Study #4

On behalf of a midsize law firm, Mr. Fields assisted the CEO of a publicly-traded corporation with regard to the negotiation and drafting...

Short Case Study #5

Mr. Fields directly assisted a senior executive of a Fortune 10 corporation with the negotiation and drafting of the executive’s...

1. Stock Options

a. Design: i. A stock option consists of the right of an employee, director or independent contractor to purchase stock of the company at...

2. Stock Appreciation Rights

a. Design: i. Generally, stock appreciation rights (“SARs”) consist of the right of the individual to elect (within a certain period of...

3. Restricted Stock

a. Design: i. Restricted stock is composed of shares of stock of a corporation (regardless of whether a “C” or “S” corporation). The...

4. Restricted Stock Units

a. Design: i. Each RSU represents a promise by the company to deliver to the individual one share of stock at a predetermined date in the...

6. Profits Interests in LLCs

a. Design: i. As you may know, limited liability companies (“LLCs”) have become a very popular form of business organization. They...

7. LTIPs (Cash Incentives)

a. Design: i. LTIPs and other cash incentives consist of the right of an individual to receive cash payments conditioned upon the...

8. Phantom Stock

a. Design: i. “Phantom Stock” is provided under a long-term plan pursuant to which a cash payment of a specific amount is made to...

9. Stock Restriction Agreements

a. It has been my practice to have individuals receiving shares of stock under stock options, SARs, restricted stock, RSUs and PSUs...

LEVERAGED ESOP TRANSACTIONS

Introduction: As you may know, leveraged ESOPs are quite popular with individuals desiring to sell their closely-held businesses or...

SECTION 280G: Pitfalls for the Unwary

Under Section 280G of the Code, corporations involved in change in control transactions are denied income tax deductions for certain...