Executive Remuneration

Executive remuneration raises any number of issues for boards of directors and individuals engaged in the remuneration process. These decision makers have to strike a balance between recruiting and motivating qualified managers and company profitability.

The Langlois lawyers team provides legal advice on the development and operation of compensation plans and contractual arrangements. We strive to design plans that attract the most highly skills applicants and meet the requirements of the organizations and companies involved.

Our expertise focuses on the following aspects:

  • Incentive plans, including pension plans;
  • Incentive compensation plans (stock-option plans, bonus shares, and deferred or restricted share units);
  • Performance pay;
  • Non-competition, non-solicitation, and confidentiality provisions;
  • Protection in the event of a change of control;
  • Intellectual property issues;
  • Compensation committee support.

Every type of control change transaction is different. A leveraged buyout (LBO) favours the management team, but requires aggressive performance to facilitate a subsequent sale. The purpose of an acquisition by a competitor is to optimize synergies and reduce expenses, which may threaten management retention. Restructuring makes some team members irreplaceable for a limited period of time in a turbulent environment. In these situations, management must have legal counsel who can help them protect their interests. Our professionals have actively participated in these types of transactions (including some as managers). We are very familiar with their impact, challenges, and how to best help management achieve their personal goals.

Our expertise also enables us to advise management in their negotiations with new employers and, in some cases, in anticipation of a control change that might occur in the future.