Structuring Management Incentive Equity Arrangements in Private Equity Acquisitions
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will analyze equity and other incentives for managers of a target company in private equity acquisitions. The panel will discuss various approaches to the types of equity or other incentives offered, vesting, treatment of incentives when managers leave the company, anti-dilution rights, and more.
Outline
- Management incentive compensation plans in M&A: when appropriate, who should receive
- Types of equity and other compensation
- Rollover equity
- Incentive equity: non-qualified stock options, profits interests, leveraged common stock
- Cash bonuses and other alternatives
- Vesting: time, performance or a combination
- Tax considerations
- Anti-dilution rights: none, but rollover equity and vested incentive equity may have preemption rights for new issues of securities
- Transferability: treatment of incentive equity held by managers who leave
- Pooling—phantom shares
Benefits
The panel will review these and other critical issues:
- How should an acquiring sponsor determine who in a target company will be entitled to equity incentives and the amount of equity-based incentives offered?
- What are the different types of equity compensation and what are the advantages of each?
- When is time vs. performance an appropriate benchmark for vesting of incentives?
- What are mechanisms that allow for the future issuance of securities while preserving the value of incentive shares?
Faculty
James A. Guadiana
Partner
Barton
Mr. Guadiana focuses his practice on the tax aspects of domestic and international transactions and investments. He... | Read More
Mr. Guadiana focuses his practice on the tax aspects of domestic and international transactions and investments. He serves as adviser to public and privately-held multinational companies and investment firms with regard to their operations and investments in the U.S. and internationallys. Mr. Guadiana is respected for his ability to identify and resolve unique and complex tax issues in domestic and cross-border investments in a myriad of fields. He also has represented clients before U.S. tax agencies and U.S. tax courts.
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George H. Wang
Partner
Barton
Mr. Wang focuses his practice on mergers, acquisitions, joint ventures, investments and broad-scope business... | Read More
Mr. Wang focuses his practice on mergers, acquisitions, joint ventures, investments and broad-scope business transactions on behalf of clients in North America, Asia and Europe. He represents clients on domestic and cross-border M&As, private equity, venture capital and related transactions. He also serves as de facto general counsel for the U.S. operations of several global clients, providing his strategic legal experience in completing multijurisdictional M&A transactions as well as corporate, joint venture, strategic alliance and licensing matters and general legal advice.
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Benjamin D. Panter
Member
McDonald Hopkins
Mr. Panter advises clients across a broad spectrum of industries on executive compensation and employment law issues... | Read More
Mr. Panter advises clients across a broad spectrum of industries on executive compensation and employment law issues that arise from public and private M&A and private equity transactions, restructurings, debt and equity financings, and IPOs. He has an active practice representing compensation committees, companies, and senior executives in the negotiation and structuring of executive employment and severance agreements. Mr. Panter is an adjunct professor teaching executive compensation law at a Chicago area law school.
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