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Executive Compensation

Public companies in Canada and their boards face significant executive compensation challenges. The recent growth in “say on pay” and “pay for performance” activism creates new board challenges.

Our Pensions, Benefits & Executive Compensation lawyers regularly advise on securities compliance and corporate governance considerations, income tax structuring, pensions and benefits law, and employment law, for clients both in Canada and abroad.

Our team's experience in executive compensation law in Canada includes:

  • Equity incentive plans, including stock options, stock appreciation rights and restricted or deferred share units
  • Pay-for-performance considerations
  • Deferred compensation arrangements, including three-year bonus plans, STIPs and LTIPs
  • Change of control protection
  • Pension and supplementary executive retirement compensation arrangements and plans
  • Non-competition, non-solicitation, confidentiality and severance provisions
  • Clawbacks
  • Providing counsel to compensation committees
  • Compliance with stock exchange rules and securities regulations
  • Proxy-related issues

Our executive compensation lawyers work closely with the major compensation consultants in plan design and drafting to accommodate international issues. We have partnered with cross-border clients, compensation consultants and foreign counsel around the world to address their Canadian compensation considerations. We also have experience in  accommodating differences in domestic securities, pension and employee benefit regulation, and crafting effective, integrated compensation schemes that address these concerns.

We work with clients to develop strategies for executive compensation structures, and draft and negotiate employment contracts and arrangements. We combine securities law, corporate governance, employment, pensions and benefits, and tax expertise to advise on effective and practical solutions.

Blakes lawyers regularly advise public company clients as well as their board, executives and committees on the development, maintenance and strategic risk oversight of executive compensation policies, practices and procedures. Clients rely on our extensive experience in executive compensation law and our ability to identify and mitigate risks associated with establishing performance goals and all forms of executive compensation. We also assist clients in making compensation and corporate governance disclosures to the Canadian Securities Administrators (CSA), ensuring that they are fully compliant with CSA requirements.

In M&A transactions, executive compensation, retention and severance issues, Blakes is often highlighted. We work with clients to draft strategic and comprehensive change of control provisions in executive employment contracts and, in the context of transactions, to negotiate and settle issues related to executive employment in the combined business entity. We are also experienced in addressing issues related to benefit plan risks and liabilities as well as integrating compensation and plan structures and incentive arrangements.


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