Mayer Brown's Executive Compensation practice has extensive experience in all aspects of executive, director and incentive compensation. Our strength lies in our in-depth substantive knowledge and ability to analyze complex structures and issues, our familiarity with the applicable regulatory processes, our knowledge of applicable securities laws relevant to executive compensation arrangements, and our experience in formulating the most tax-efficient arrangements to meet the business requirements of our clients. Our clients are among the largest businesses in the world. Members of the Fortune 100, FTSE 100 and DAX repeatedly seek our counsel to design and implement their programs across numerous international regulatory environments.


Mayer Brown has extensive experience representing both executives and employers in the United States and Europe with respect to all aspects of compensation of executives, officers and directors and other employees and service providers, including negotiating and drafting employment, consulting, severance, and change in control agreements, as well as deferred compensation and a variety of other equity and equity-based incentive compensation programs. We have included a representative sampling of our work worldwide below.


United States

 Mayer Brown's executive compensation practice is extensive in the United States. Our lawyers have significant experience working with both domestic and multi-national companies, including members of the Fortune 500, senior executives and compensation committees on all types of executive compensation arrangements. We also represent tax-exempt employers on the unique requirements of their executive compensation plans. Among other areas, we advise on:

  • Change in control, and other arrangements related to corporate transactions
  • Corporate governance aspects of executive compensation policies
  • Employment and severance agreements
  • Golden parachutes taxes
  • Non-qualified pension and deferred compensation arrangements, including section 409A compliance
  • Retention, non-competition and confidentiality agreements
  • Equity compensation (including insider trading and other securities law issues, stock exchange issues and accounting issues)
  • The $1 million limit on tax deductible compensation

We have substantial experience advising public companies in the design of equity-based plans that require shareholder approval and we are very familiar with institutional shareholder considerations that may affect the design of such arrangements.

A significant portion of our executive compensation practice has involved advising clients on the application of US Internal Revenue Code Section 409A to their nonqualified deferred compensation programs, the effect of the changes in the stock exchange rules, the changing securities law rules, and the changes to the accounting rules applicable to stock-based compensation.

In conjunction with other lawyers in the firm, our group has also been very involved with lobbying and regulatory enforcement efforts as well as with tax litigation involving stock options and other equity-based compensation. For example, interdisciplinary teams of executive compensation, tax and securities lawyers have worked closely with companies as they performed internal investigations or were subject to governmental investigations relating to possible stock option backdating.

In addition, the firm's tax controversy practice frequently represents companies in IRS audits of their executive compensation programs and has successfully represented multi-national taxpayers with respect to IRS attempts to include the cost of stock options as an expense for purposes of research and development cost sharing. Our governmental affairs group represents industry groups with respect to expensing and other issues affecting stock options.


With offices in the largest national economies in Europe - the United Kingdom, France and Germany - our lawyers understand the business objectives and issues behind executive compensation and incentive systems of multi-jurisdictional clients across various national regulatory environments as well as European Union regulatory requirements. It is our key focus to meet our clients' needs in an often unusual legal environment. Our lawyers have significant experience representing members of the FTSE 100 and DAX, on all types of executive and incentive compensation arrangements.


Our group is recognized by local and international reviews as one of the leading practices in the negotiation and implementation of compensation structures and incentive schemes. Our Paris practice covers the following main aspects:

  • Negotiation and drafting of employment, non competition, confidentiality and severance agreements for executives
  • Setting up efficient management and executive equity plans (i.e. shareholding structures for French and foreign Managers) from a legal, tax and employment point of view, notably in an LMBO context.

In this regard, we advise management teams and private equity houses in the context of private-equity transactions in the negotiation of the status of the management and the implementation of management equity plans. Our assistance deals with the patrimonial structures and vehicles to be set up (French or foreign families' holding companies, shares savings plans - "PEA",…) and the financial instruments to be issued (preferred dividend shares, warrants, convertible bonds, free shares, stock options, French and cross border French regulated vehicles - "FCPE",…). We also provide day-to-day advice in the management of such equity plans, especially with respect to individual taxation aspects (tax planning and tax litigation).

Additionally, we provide assistance to French and multi-national listed or privately owned companies for all legal and tax aspect of compensation arrangements, such as:

  • Stock option schemes, free shares plans, phantom plans, and other deferred compensation agreements
  • Bonus schemes
  • Golden parachutes schemes
  • Split payrolls
  • Benefits for “impatriates” and expatriates employees, under the specific French tax regimes applicable
  • More generally, all kind of incentive schemes

In this regard, our group assists companies with respect to tax audits of their compensation programs and represents individual taxpayers during control and litigation procedures initiated by the French authorities.

According to Private Equity Magazine, Le Magazine des Affaires and Décideurs Juridiques, Mayer Brown's team ranked among the top three practices in Paris in 2007 and 2008 with respect to assistance to management.


Our German HR/Employment Benefits Group renders legal assistance to our clients in relation to the planning and implementation of innovative compensation structures and incentive schemes. Working closely with our German tax and capital markets groups, we have substantial experience in advising international clients in the implementation and maintenance of ESOPs, equity-based share schemes and other forms of incentive programs in Germany. Furthermore, our Frankfurt-based group advises German companies on employee share schemes as well as employers on bonus and incentive programs.

United Kingdom

Our UK Employment & Benefits and Tax practices advise on all aspects of executive compensation in the UK, including:

  • negotiation and drafting of employment agreements for senior executives
  • incentive arrangements, in particular share plans, cash bonus arrangements, management share interests in private equity backed companies and carried interests in fund structures
  • remuneration regulation in the financial services sector, including the FCA/PRA Remuneration Code, and the forthcoming cap on bankers' bonuses
  • tax aspects of compensation structures, including for internationally-mobile employees
  • institutional investor guidelines on executive remuneration, including share plans and other long term incentive plans
  • pension arrangements

We advise both UK-based companies and overseas headquartered groups operating in the UK, as well as individual executives.

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