The Executive Remuneration Review - Edition 5

Arthur Kohn
Janet Cooper
  • Editors:
  • Arthur Kohn and Janet Cooper
  • Cleary Gottlieb Steen & Hamilton LLP
  • Tapestry Compliance LLP

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Executive remuneration encompasses a diverse range of practices and is consequently influenced by many different areas of the law, including tax, employment, securities and other aspects of corporate law. We have structured this book with the intention of providing readers with an overview of these areas of law as they relate to the field of executive remuneration. The intended readership of this book includes both in-house and outside counsel who are involved in either the structuring of employment and compensation arrangements, or more general corporate governance matters. We hope that this book will be particularly useful in circumstances where a corporation is considering establishing a presence in a new jurisdiction and is seeking to understand the various rules and regulations that may govern executive employment (or the corporate governance rules relating thereto) with regard to newly hired (or transferring) executives in that jurisdiction.

The most fundamental considerations relating to executive remuneration are often tax-related. Executives will often request that compensation arrangements be structured in a manner that is most tax-efficient for them, and employers will frequently attempt to accommodate these requests. In order to do so, of course, it is critical that employers understand the tax rules that apply in a particular situation.

Beyond tax and employment-related laws, there are a number of other legal considerations that corporations should take into account when structuring employment and executive remuneration arrangements. Frequently, these additional considerations will relate to the tax or employment law issues already mentioned, but it is important they are still borne in mind.

Given the heightened focus in many jurisdictions on executive remuneration practices in recent decades – both in terms of public policy and public perception – the application of corporate governance principles to executive compensation decisions is crucial to many companies. Decisions about conforming to best practices in the field of executive remuneration may have substantial economic consequences to companies and their shareholders and executives.

About the Editors

Arthur Kohn

Arthur Kohn is a partner based in the New York office. His practice focuses on compensation and benefit matters, including executive compensation, pension compliance and investment, employment law and related matters.

Mr Kohn is distinguished by Chambers USA as one of the leading lawyers in the area of employee benefits and executive compensation and is recommended by PLC Which Lawyer? yearbook. In Above the Law, Mr Kohn was voted as one of the ‘Top Partners to Work For – New York’. Mr Kohn teaches the ‘Taxation of Executive Compensation’ course at the New York University School of Law as an adjunct faculty member. In 2011, he was selected for the National Association of Corporate Directors’ Directorship 100, a list of the most influential people in corporate governance and in the boardroom.

Mr Kohn is a member of the executive committee of the Columbia College Alumni Association. He received a JD degree and an undergraduate degree from Columbia University in 1986.

Mr Kohn joined the firm in 1986 and became a partner in 1995. He is past co-chair of the firm’s New York office diversity committee, its corporate governance practice group, and its pension and employee benefits committee.
Mr Kohn is a member of the New York Bar.

Janet Cooper

Janet is co-founder and partner at Tapestry and is based in London. Janet has over 25 years’ experience advising leading global companies on executive and employee share plans and corporate governance. Janet has developed the UK’s only professionally recognised qualification for share plan professionals the ICSA Cert ESP. Janet has advised many of the global banks on the new remuneration regulations affecting them and is the legal adviser to the global banks’ trade organisation AFME (the Association of Financial Markets in Europe) on remuneration. Janet was awarded ifsProshare’s inaugural ‘Services to Employee Share Ownership’ Award in 2015.

Prior to founding Tapestry Janet was global head of the Linklaters Incentive Team for 20 years. Janet is on the advisory board of ifsProShare and the Vice President of the Global Equity Organisation (GEO) and has been on the board for 18 years. She is also a trustee of the RNLI (Lifeboats).

Acknowledgements

The publisher acknowledges and thanks the following for their learned assistance throughout the preparation of this book:

Editor’s Preface

  • Arthur Kohn
  • Cleary Gottlieb Steen & Hamilton LLP

Australia

  • Sean Selleck, John Walker, Erica Kidston, Jonathan Kelt and Alexandra Stead
  • Baker & McKenzie

Belgium

  • Loïc Peltzer and Nikolaas Van Robbroeck
  • Cleary Gottlieb Steen & Hamilton LLP

Brazil

  • Isabel Bueno, Renato Tastardi Portella and Dario Abrahão Rabay
  • Mattos Filho Advogados

China

  • Julia Gorham and Alan Wang
  • DLA Piper

Denmark

  • Morten Skjønnemand, Lars Fogh, Ditte Grundtvig Larsen and Claus Aschou Johannesen
  • Gorrissen Federspiel

EU Overview

  • Janet Cooper, Lorna Parkin and Matthew Hunter
  • Tapestry Compliance LLP

Finland

  • Johanna Haltia-Tapio, Lauri Lehmusoja and Anniina Jãrvinen
  • Hannes Snellman

Germany

  • Michael Brems, Jens Hafemann, Boris Witt and Martin Begiebing
  • Cleary Gottlieb Steen & Hamilton LLP

Hong Kong

  • Rowan McKenzie, Steven Sieker, Karen Man and Rashi Narayan
  • Baker & McKenzie

Israel

  • Shachar Porat, Orly Gerbi, Keren Assaf, Michal Lavi and Efrat Tzur
  • Herzog Fox & Neeman, Law Office

Italy

  • Gianluca Russo
  • Cleary Gottlieb Steen & Hamilton LLP

Japan

  • Tomohisa Muranushi, Takeshi Nishida and Shinichi Kobayashi
  • Baker & McKenzie (Gaikokuho Joint Enterprise)

Luxembourg

  • Anne Morel, Christine Beernaerts and Pierre-Alexandre Degehet
  • Bonn Steichen & Partners

Mexico

  • Alejandro Santoyo and Francisco J Peniche Beguerisse
  • Creel, García-Cuéllar, Aiza y Enríquez, SC

Portugal

  • José Pedro Fazenda Martins,Tiago Piló, Inês Gomes Ferreira and Rita Magalhães
  • Vieira de Almeida & Associados

Spain

  • Eduardo Gómez de Enterría
  • Herbert Smith Freehills

Switzerland

  • Matthias Oertle, Franziska Stadtherr-Glättli and Patrick Schärli
  • Lenz & Staehelin

United Kingdom

  • Mahesh Varia
  • Travers Smith

USA

  • Arthur Kohn, Kathleen Emberger and Jonathan Reinstein
  • Cleary Gottlieb Steen & Hamilton LLP

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