Jeannette E. Bander
Associate, New York
Executive Compensation & Benefits
I arrive at the office a little early to spend some time working on the compensation discussion and analysis section (“CD&A”) of a proxy statement for a client’s annual shareholder meeting. Our client is a new company that resulted from a merger, so drafting the proxy requires careful analysis of securities rules to make sure we meet all of the disclosure requirements with respect to the period of time before and after the merger, but we still have to draft a document that makes sense to shareholders.
After a little quiet time thinking about the CD&A, I switch gears to the executive employment agreements we are drafting and negotiating on behalf of one of our fashion company clients. After a little preparation work, a special counsel and I call one of the executive’s counsel regarding open issues on the agreements, which include securities law and stock exchange issues relating to an equity award our client is contemplating granting to each of the executives. After the call, I research those issues and discuss them again with the special counsel.
I then switch back to the CD&A work, preparing materials for a meeting we will have with that company’s board of directors to give them background on the requirements for a proxy statement.
Next, I focus on a couple of the active M&A deals I am working on. For the first deal, a smaller deal in which we are representing the seller of a sportswear company, I draft a side letter between the CEO and the buyer that will protect the CEO’s existing compensation arrangements after the deal closes. I finish up my day reviewing compensation-related documents we have received in the other deal, a much larger transaction in which we represent the buyer. I review the documents to understand whether any payments or other obligations under those compensation arrangements will be triggered by the proposed transaction.
I come into the office and spend the first part of the morning on work related to the proxy statement we are preparing. This includes reviewing a presentation to the board that my colleague in the Financial Services Group prepared and revising the latest draft of the proxy.
I then receive a call from one of our regular clients, a large entertainment company, in which we discuss updating their equity and cash compensation plans before their next annual shareholder meeting, so that their shareholders can approve those revised plans as required by law. After the call, I review their existing plans and begin to think about the changes that we should recommend that they make in order to reflect current good corporate governance practices.
I then draft a Form 8-K disclosing the new executive employment arrangements to the shareholders of our fashion company client, which will be filed with the SEC when the agreements are entered into. I also review a separation agreement for the outgoing executives that the company prepared, and discuss my recommended changes with an in-house attorney at the client.
I finish up my day reviewing additional compensation-related documents for the larger M&A deal, and preparing a summary of relevant issues that will need to be addressed in the transaction.
I have a 9:00 a.m. call with the head of human resources at a shipping company that one of our private equity clients purchased in a transaction that we closed last week. The topic of the call is the partnership interests our client would like to grant to executives at the company, and we discuss how the interests will be structured and the process for documenting and granting them to the executives. I then spend some time reviewing the partnership agreement and drafting a form of partnership agreement, which I send to my M&A and tax colleagues to review for corporate and tax law issues.
After spending a little time working on the proxy statement, I receive a call from one of our regular clients, a cable television network, in which we discuss amending employment agreements with several of their top executives. Following this discussion, I review the company’s corporate documents to determine the approval process they will need to follow with respect to the employment agreements, and begin to prepare a list of items that will need to be completed in order to amend the agreements.
I receive a draft purchase agreement for the larger M&A deal from my M&A colleagues, which I review for executive-compensation-related issues (keeping in mind the issues I identified earlier in the week while reviewing the target company’s documents). After revising the purchase agreement and discussing issues with the partner on the matter, I send it to my M&A colleagues.
I then check in with my M&A colleagues on the smaller M&A transaction, prepare for a call on Thursday morning regarding the proxy statement, and head home.
My Financial Services Group colleagues and I spend an hour on the phone with lawyers at our client discussing the current draft of the proxy statement. After the call, I finalize the materials for the proxy discussions we will have next week with their board of directors. I then meet up with another associate in the Executive Compensation Group for lunch on Stone Street, which we try to do at least once a week.
After returning to the office, I draft amendments to the executive employment agreements that our television client would like to amend, and send them to the partner on the matter for his review. I finish up the day reviewing a revised draft of the purchase agreement for the larger M&A deal and head to midtown to grab dinner with my father, who is in town for business.
I spend Friday morning working on the CD&A. Following a break for lunch, I tweak the employment agreement amendments to reflect comments from the partner, and circulate the drafts to the client. Following a call with my M&A colleagues about the purchase agreement for the larger M&A deal, I revise the draft purchase agreement to reflect changes our client would like to make and send the draft to my M&A colleagues. I finish the day finalizing the employment agreements for our fashion company client and circulate the drafts to the executives’ lawyers for their final signoff, so that the agreements can be signed on Monday. I head to Stone Street with a few of the lawyers in the Executive Compensation Group for a drink and then head home.
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