Executive Compensation

Our Executive Compensation Group advises public and private companies from their earliest stages through liquidity and beyond. Our creative and practical guidance, along with our multijurisdictional market insight, helps our clients attract and retain key talent and navigate complex tax and securities rules relating to executive compensation.

We have broad subject-matter expertise across all areas of executive compensation, advising on:

  • Equity incentives, including partnership interests, virtual share, and deferred compensation plans
  • Executive employment, severance, and change-in-control agreements
  • M&A, IPO, and other corporate transactions, including due diligence, transition of equity-based awards, and integration of compensation and benefits programs
  • Disclosure and governance requirements relating to executive and director compensation, including Form 8-K, CD&A, say on pay, and shareholder approval of equity plans
  • Complex issues under Sections 280G, 409A, and 162(m) of the Code
  • Beneficial ownership analysis and disclosure under Section 16 of the Exchange Act
  • Fiduciary and prohibited transaction aspects of ERISA in the context of corporate transactions, securities offerings, credit agreements, private funds, and other investment management arrangements


  • United States: Labor and Employment: Employee Benefits and Executive Compensation – Legal 500 US 2019

Chambers USA 2015
California: Employee Benefits & Executive Compensation

Legal 500 US 2019
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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