David Jackson is a member of Winstead’s Taxation, Employee Benefits & Private Business Practice Group. David’s legal practice focuses on executive compensation and employee benefit arrangements (including their related tax, accounting, securities and corporate governance issues) in the United States and abroad.
Corporate Representation: Advises publicly-traded and private clients and their boards of directors on compensation and benefits matters, including: (i) designing, implementing and administering executive compensation arrangements, addressing their tax, accounting, securities and corporate governance issues; (ii) addressing listing requirements under NYSE and NASDAQ exchanges; (iii) addressing issues under applicable federal and state securities laws; (iv) advising on institutional shareholder expectations and requirements (i.e., ISS and Glass Lewis), (v) advising pre-IPO companies on their compensation arrangements; (vi) drafting and maintaining equity and synthetic equity plans; (vii) advising on various tax issues relating to equity and performing 162(m) analyses; (viii) drafting CD&As; (ix) negotiating and preparing documents for the hiring, retaining and firing of key employees; (x) drafting employment agreements; and (xi) designing, drafting and administering retirement plans (e.g. 401(k), 403(b) and defined benefit plans) and health and welfare plans (including self-funded arrangements).
Corporate Transactions: Advises publicly-traded and private clients on compensation and benefit issues associated with corporate transactions, including tailoring transaction documents, merging employee benefit plans, negotiating non-compete and non-solicitation clauses, addressing incentive and retention issues, drafting option cancellation/assumption agreements and inducement plans, and performing Section 280G analyses.
Executive Representation: Represents numerous executives in complex negotiations of their hiring or termination of employment, including analysis of severance packages, non-compete and non-solicitation agreements and equity arrangements.
Deferred Compensation Planning and Compliance: Advises clients on all aspects of Section 409A and its application to non-qualified deferred compensation arrangements, including equity plans, employment agreements, severance arrangements, and other compensation arrangements.
ESOPs: Represents companies, shareholders and trustees in relation to the sale or purchase of stock in an employee stock ownership plan. Designs structure and implementation of the underlying corporate transaction, and advises on associated fiduciary duties and planning for repurchase future liabilities.