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Executive Compensation & Employee Benefits
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At every stage in a company's development—from startup, through initial public offering, mergers and acquisitions, to strategic exits and wind downs—executive compensation is a key component of any successful business strategy. To attract and retain top leadership, organizations need legal advisors with a deep understanding of the economic, legal, and regulatory forces that play a role in strengthening the important relationships between businesses and senior executives.

Jones Walker LLP has extensive experience advising companies on the full range of executive compensation and employee benefits matters with an in-depth understanding of the day-to-day and long-term business and regulatory issues our clients face. Our executive compensation advice is comprehensive, as we are not only skilled in those areas of law that are traditionally associated with executive compensation, including taxation and labor and employment law, but we also focus on the state and federal securities law implications of compensation and applicable regulatory aspects. Our employee benefits lawyers also provide comprehensive counsel on related health and welfare benefits, qualified and nonqualified retirement options and similar issues, and we regularly work closely and cooperatively with clients' outside consultants to develop effective, coordinated solutions.

Our client list is as extensive as the services we provide, and includes non-profits, small businesses, mid-sized companies, and major national and international corporations, as well as their boards of directors, compensation committees, and individual executives. In many cases, we began advising clients with a local or regional presence, and have continued to provide counsel through periods of rapid growth and as they evolved into mature enterprises with a national and international presence. We understand the issues that face all employers, as well as the unique challenges and opportunities that arise within specific industries and throughout the lifespan of a business.

With offices throughout the Gulf Coast and in other select markets, we offer clients a clear choice: the resources and capabilities of a top-tier national practice, with a cost structure below that of similar firms in more expensive metropolitan areas. This blend of performance and value, coupled with our commitment to high-quality service, is why Jones Walker has been named to American Lawyer Media's list of "Go-To Law Firms of the World's Leading Companies" since 2008.

Full Spectrum of Executive Compensation and Employee Benefits Services

Executive compensation plan design and structuring. We develop, negotiate, and review a broad range of nonqualified and qualified compensation arrangements:

  • Annual Incentive Plans
  • Long-Term Incentive Plans
  • Stock Incentive Plans and Award Agreements (including options, restricted stock, performance awards)
  • Employee Stock Purchase Plans (qualified and nonqualified)
  • Deferred Compensation Plans
  • Employment Agreements
  • Change of Control and Severance Plans and Agreements
  • Retention Plans
  • Supplemental Defined Contribution and Defined Benefit Plans
  • Pension Plans
  • Profit Sharing Plans
  • Fringe Benefit Plans
  • Summary plan descriptions and participant communications

Public company disclosures and reporting. We assist our publicly traded clients with preparing all required disclosures and other regulatory filings related to executive compensation, including the following:

  • Annual and special meeting proxy statements, including the CD&A
  • Forms 8-K
  • Section 16 filings
  • Section 13 filings
  • Forms 144
  • "Top Hat" notices

Regulatory compliance and corporate best practices. We help clients develop policies and procedures to ensure that they comply with federal and state tax and other regulatory and listing requirements, and that they are aware of current best practices in corporate governance, specifically in the following areas:

  • IRC Section 162(m)
  • IRC Section 409A
  • IRC Section 280G
  • NYSE, NASDAQ and other listing requirements
  • Proxy voting guidelines (such as those issued by ISS, Glass Lewis, and major institutional investors)
  • Corporate governance ratings (such as those issued by ISS and GMI)
  • IRS audits, determination letters and plan qualification proceedings
  • Department of Labor audits
  • Tax controversy
  • Plan administration
  • Plan-defect corrections
  • Accounting rules
  • Internal compliance audits

Corporate transactions. We counsel clients on compensation questions that arise in conjunction with mergers, acquisitions, divestitures and joint ventures, such as issues related to:

  • Conversion and assumption of equity
  • Change of control payments
  • IRC Section 280G issues (parachute payments)
  • Retention plans
  • Post-transaction integration

Related benefits experience. We also work closely with members of the firm's labor and employment team to provide counsel on a broad range of executive and employee health, welfare and retirement plans, including employee stock ownership plans (ESOPs); 401(k), 403(b), 457 and money-purchase plans, as well as IRAs, Roth IRAs and SEP-IRAs; health and dental insurance, and flexible benefit (cafeteria) plans; and voluntary employees beneficiary associations (VEBAs) and multiemployer welfare arrangements (MEWAs). Our lawyers also counsel clients on issues stemming from state and federal regulations such as the Employee Retirement Income Security Act (ERISA), Consolidated Omnibus Reconciliation Act (COBRA), the Health Insurance Portability and Accountability Act (HIPAA), the Family and Medical Leave Act (FMLA) and the Patient Protection and Affordable Care Act (PPACA).

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