Compensation, Benefits + ERISA


Our Compensation, Benefits + ERISA Group is experienced in all areas of benefits and compensation. We provide integrated advice that helps companies in many of the most competitive industries attract and retain key talent. We strive to provide practical guidance that enables our clients to navigate the maze of detailed public disclosure requirements, changing tax and accounting rules, and increased shareholder and regulatory scrutiny of company compensation practices.

We have significant expertise advising on equity compensation plans, cash incentive plans, traditional employee benefits, grant practices, and plan governance. We also counsel clients engaged in mergers, acquisitions, or public offerings. We counsel and negotiate on behalf of our clients on the ERISA-prohibited transaction and fiduciary aspects of investments by pension plans in investment funds. In addition, we assist our clients, which include lenders, general partners, and employee benefit plan investors, to structure investments that comply with the fiduciary and prohibited transaction aspects of ERISA.

We design “omnibus” equity compensation plans that give companies maximum flexibility to provide appropriate stock-based compensation vehicles for senior executives and directors as well as the broader employee base. We help design cash-based bonus and incentive programs that help our clients maximize the deductibility of compensation under Section 162(m).

Our team designs and administers all manner of qualified and non-qualified retirement benefits, as well as welfare and fringe benefits. We help companies develop equity grant practices that meet their hiring and retention needs and take into account the heightened regulatory interest in the timing of grants and the grant process. Our significant experience working with serial acquirors gives us insight into what is “market” at the negotiation and diligence phase of a deal, as well as what companies do in the post-transaction integration of compensation and benefits programs. This expertise, in turn, benefits our clients who may be acquisition targets. We help design programs that properly motivate and retain key contributors while helping to avoid arrangements that could make the company less attractive in the acquisition marketplace. We also assist with strategies to avoid or minimize the impact of the “golden parachute” rules on the compensation of senior executives.

Our standard equity compensation plans facilitate the smooth transition of stock-based awards in accordance with the desired deal terms.

We serve a range of clients, including both private and public companies and senior executives. At our larger clients, we work with in-house finance, legal, and human resources personnel to help our clients implement “best practices” compensation programs. We also have extensive experience counseling emerging growth companies from their earliest stages through liquidity events that frequently include initial public offerings. Our group has helped more than 50 companies make the transition from private company to public company compensation and benefits. As our clients grow, they benefit from our experience helping public companies meet the challenge of providing incentives to an increasingly global workforce.

Our Compensation, Benefits + ERISA clients include Adobe Systems, Inc., BEA Systems, Inc., CyberSource Corp., Franklin Resources, Inc., Fujitsu, Ltd., Genentech, Inc., Intel Corporation, JDS Uniphase Corp., Novellus Systems, Inc., Oracle Corporation and PG&E Corporation.

Chambers USA 2015
California: Employee Benefits & Executive Compensation


Legal 500 US 2015
United States: Labor and Employment: Employee Benefits and Executive Compensation


Here is what they say about us:

“Well-integrated practice offering notable expertise in assisting companies in the benefits and compensation matters related to transactional projects. Offers particular experience in acting for technology clients, and draws on significant nationwide and international resources when doing so..”
(Chambers USA 2014)

“‘Morrison & Foerster is excellent in knowledge of the substantive areas of law as well as market practice, client service, and responsiveness.’”
(Chambers USA 2014)

“‘provides practical advice,’ ‘value for money’ and is ‘focused on solving problems.’”
(Legal 500 US 2014)

“Substantial expertise in compensation, benefits and ERISA matters arising from transactional work. Acts for household name technology and financial services clients, supported by a network of domestic and global offices.”
(Chambers USA 2015)

“Morrison & Foerster LLP is noted for advising technology sector clients on the executive compensation aspects of high-value transactions…the firm has a strong practice in private equity acquisitions.”
(Legal 500 US 2016 - Employee Benefits and Executive Compensation)

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