Executive Compensation

Overview

Osler’s seasoned, multi-disciplinary Executive Compensation Group applies deep experience and innovation in creating tax-effective compensation arrangements for executives. Unique to Canadian law firms, our group is able to provide a 360° perspective because our executive compensation expertise is bundled for clients and includes lawyers with cross-specialities in all relevant areas of law. We advise organizations, both public and private and small to large, on Canadian and cross-border complex and day-to-day compensation issues.

We offer unparalleled expertise in advising on executive compensation matters through:

  • U.S./Cross-Border Expertise – Osler has a long-established history of advising our U.S. and international clients on compensation arrangements for employees in Canada. We draw upon our extensive experience as Canadian counsel, and our understanding of U.S. and foreign compensation practices, to provide practical and useful guidance. Our knowledge and experience in addressing the differing legal requirements of Canada and the United States allow us to offer a real advantage: We deliver one-stop, seamless service to our Canadian and U.S. clients.
  • Better Governance Through Cross-Functional Teams – Our clients benefit from our cross-functional advice, which leads to improved corporate governance relating to executive compensation. Our Executive Compensation Group includes legal professionals in pensions and benefits, employment, securities, taxation and corporate governance, and is uniquely positioned to advise on matters governed by Canadian and U.S. law. We have executive compensation and benefits practitioners in Toronto, Montréal, Calgary and New York who can provide efficient and co-ordinated advice on the domestic and cross-border aspects of executive compensation programs.
  • Solutions That Work – We provide our clients with creative and integrated solutions that meet their business needs and mitigate risk. We help clients identify which arrangements provide the most appropriate incentives for employees and also provide guidance to boards of directors and their compensation committees in the discharge of their duties related to executive compensation matters.
  • Transactional Work Experience – Our experience in dealing with diverse benefits and compensation structures on both sides of the border enables us to identify the complex compensation issues that arise in mergers & acquisitions, securities and other matters. For example, we help to negotiate employee matters and rationalize programs following a merger or acquisition. We also help issuers improve compensation arrangements, and establish good governance practices in preparation for initial public offerings.

Representative Work

We have earned the confidence of some of the most sophisticated and discriminating clients, who turn to us repeatedly to represent them in their compensation and benefits challenges. We help domestic and multinational businesses create innovative and tax-effective compensation and benefits arrangements for their employees and senior executives.

Ask Osler about our expertise in:

  • Designing incentive and equity-based plans that manage risk appropriately.
  • Advising compensation committees and boards on good governance practices when establishing executive compensation arrangements.
  • Resolving conflicts in cross-border incentive and deferral plans, including expert advice on U.S. deferred compensation (Section 409A).
  • Negotiating executive employment agreements, including change in control arrangements, non-competition/confidentiality provisions and severance arrangements.
  • Integrating benefit and retirement plans post-merger.
  • Evaluating supplementary retirement plans, and their related funding instruments.
  • Advising on securities law issues, including executive compensation disclosure requirements under the Canadian and U.S. disclosure rules, compliance with short-swing trading rules, and securities registration or filing requirements.
  • Creating incentive compensation clawbacks that work well across all disciplines.

Cross-Border Work

Clients with employees both in the United States and Canada face unique issues. Our compensation and benefits lawyers regularly advise clients on the relationship between U.S. and Canadian pension, employee benefits and executive compensation laws. With experts in our Toronto, Montréal, Calgary and New York offices, we are uniquely positioned to advise our clients on matters governed by Canadian and U.S. law.

Our recent cross-border work includes:

  • Designing executive compensation for U.S. expatriates in Canada;
  • Advising Canadian employers on U.S. deferred compensation tax rules (Code Section 409A);
  • Structuring incentives and share-based compensation for cross-border plans;
  • Preparing compensation plans and corporate governance practices for initial public offerings.
  • Addressing pension-related issues under the Canada-U.S. Tax Treaty;
  • Providing ERISA advice to Canadian employers that maintain executive benefit plans in the United States.
  • Designing equity-based compensation plans for private companies, including a major utility, major sports-based franchise, a manufacturer and a retailer;
  • Advising on the extension of U.K.-based employee share savings schemes and other share incentives to Canadian employees.

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