Speaker 04.11.24
04.11
Potential Pitfalls of Cross-Border Stock Awards
10:00AM - 10:50AM CDT
Renaissance Nashville Hotel
611 Commerce Street
Nashville, TN 37203
Pillsbury partner Mark Jones is a recognized authority in the design and administration of compensation and benefit programs for senior executives and other employees.
Mark provides strategic counsel to public and private corporations and senior executives on deferred compensation, stock awards, retirement benefits and severance pay. He has particular experience with international compensation and California blue sky laws. Mark frequently handles executive compensation and employee benefit issues that arise in M&As, spinoffs, IPOs and financings.
Representative Experience
- Advised Fera Pets, Inc., a vet-founded pet supplement company, in its recent acquisition by General Mills, including equity negotiations with shareholders regarding the terms of a long term incentive plan with payments of up to 100% of closing price. Fera Pets will become part of General Mills’ new growth equity fund.
- Advised Fortune 50 energy client on the global rollout of its stock incentive plan into 33 countries.
- Represented SYNNEX in $7.2 billion merger agreement with Tech Data Corporation and its $2.4 billion acquisition of Convergys Corporation.
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- Represented AT&T in various multibillion dollar acquisitions and sales of providers of entertainment content, including the $1.2 billion sale of Crunchyroll anime.
- Represented Bank of the West in connection with the $3 billion spinoff and IPO of First Hawaiian Bank.
- Advised Becton Dickinson on the integration of the CareFusion benefits plans following the $12 billion merger of the two public companies.
- Restructured the $460 million defined benefit plan of a leading defense contractor to stabilize funding costs and expense recognition.
- Assisted Concentrix Corporation with the offering of restricted stock and RSUs to employees in 31 countries.
- Advised more than 100 non-U.S. customers of Deloitte LLP and Morgan Stanley on compliance with California blue sky laws
- General Experience
- Designs stock options, restricted stock units (RSUs), employee stock purchase plans (ESPPs) for C corporations and S corporations.
- Designs profits interests and back-to-back arrangements for partnerships and LLCs.
- Resolves potentially adverse tax treatment under Sections 162(m), 280G and 409A of the Code.
- Sets up rabbi and secular trusts.
- Negotiates services agreements with investment advisors, consultant and third-party administrators.
- Advises multinational corporations on FATCA, FBAR and Sections 402(b) and 457A of the Code.
- Helps compensation committees broker the demands of institutional shareholders and their advisors.
- Prepares proxy disclosures and SEC filings on material compensation issues for public companies.
- Drafts 457(f) deferred compensation plans with governmental and nonprofit entities.
- Negotiates employment agreements, offer letters and severance agreements.
- Represents plan sponsors and fiduciaries on audit by the IRS and Department of Labor.
- Advises employers facing shareholder litigation and defending actions for fiduciary breach.
Professional Highlights
- Serves as president to the Western Pension Benefits Council, San Diego (2020-present).
- Serves as a director of the Global Equity Organization, Southern California.
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- Honors & Awards
- Recognized by Best Lawyers (published by BL Rankings LLC), Employee Benefits (ERISA) Law (2021 – 2024).
- “Most Influential Minority Attorney” Los Angeles Business Journal (2019)
- Recognized by The Legal 500 U.S. for Employee Benefits and Executive Compensation (2013, 2015, 2018).
- Associations
- American Bar Association, Section of Taxation, Committee on Employee Benefits (1999 – present).
- Chair, Subcommittee on International Benefits Issues, Committee on Employee Benefits (2014 – 2018).
- Vice chair, Subcommittee on International Benefits Issues, Committee on Employee Benefits (2012 – 2014).
- Young Lawyers Liaison, Subcommittee on International Benefits Issues, Committee on Employee Benefits (2007 – 2012).
- John Nolan Fellow (2004 – 2005).
- Task Force on the Alternative Minimum Tax (2003 – 2004).
- President, Western Pension Benefit Council, San Diego (2013 – present).
- Director, Global Equity Organization, Southern California (2013 – 2019).
- National Association of Stock Plan Professionals (2013 – present).
- Pacific Coast Tax Exempt/Government Entities Division of the Council to the Internal Revenue Service (2012 – 2016).
- Member, LGBT Bar Association of Los Angeles (2011-present).
- Liberty Circle, Lambda Legal
- Federal Club, Human Rights Campaign
- American Bar Association, Section of Taxation, Committee on Employee Benefits (1999 – present).
- External Publications
- Comments Regarding Section 402(b) and Foreign Plans, American Bar Association Section of Taxation, January 31, 2018. Lead author.
- “Banks Must Prepare to Change Common Pay Practices,” Law360, August 31, 2016.
- Speaking Engagements
- “Potential Pitfalls of Cross-Border Stock Awards,” GEO Global Equity Organization, April 11, 2024.
- “U.S. Estate Tax on Equity Awards and Shares Held by Non-U.S. Citizens: Key Issues and Planning Considerations,” Strafford Webinar, February 27, 2024.
- “Equity Compensation for Senior Executives,” USC 2024 Tax Institute, January 23, 2024.
- “International Mergers and Acquisitions,” ABA Employee Benefits in Mergers and Acquisitions National Institute, May 18, 2023.
- “Top 10 Compliance Issues for DC Plans. . . Cycle 3 and a Look Ahead,” Western Pension & Benefits Council, Aug. 17, 2022.
- "Global Equity Plan Management at Your Fingertips,” Morgan Stanley at Work, Jun. 14, 2022.
- “International Mergers and Acquisitions,” ABA Joint Committee on Employee Benefits, May 17, 2022.
- “Motivating and Compensating Employees in Uncertain Times,” Pillsbury presentation, Jun. 18, 2020.
- “Show Me the Money: Current Strategies in Executive Compensation,” Pillsbury MCLE Marathon, Los Angeles, Jan. 8, 2019, and San Diego, Jan. 10, 2019.
- “Five Things Employers Should Know about Tax Reform,” GEO’s Southern California Chapter Meeting, San Diego, California, March 8, 2018. Panelist.
- “Section 402(b) and Foreign Plans,” ABA Section of Taxation, San Diego, Feb. 10, 2018. Panelist.
- “Section 409A,” Western Pension Benefits Conference, San Diego, Nov. 21, 2017.
- “Deferred Compensation: Tips and Tricks for M&A and Daily Administration,” National Association of Stock Plan Professionals, Los Angeles, Feb. 7, 2017.
- “Pension Provisions of Tax Treaties,” ABA Section of Taxation May Meeting, Washington, DC, May 12, 2017. Panelist.
- “Recent Developments in Canada and the UK,” ABA Section of Taxation Midyear Meeting, Orlando, Jan. 20, 2017. Panelist.
- “Expatriate Health Coverage Clarification Act,” ABA Section of Taxation Fall Meeting, Boston, Sept. 30, 2016. Panelist.
- “Open Questions under FATCA and FIRPTA,” ABA Section of Taxation May Meeting in Washington, DC, May 7, 2016. Panelist.
- “Executive Compensation Update,” Pillsbury MCLE Marathon, San Diego, Jan. 21, 2016, and Los Angeles, Jan. 20, 2016.
- “Recent Developments for the 2016 Proxy Season,” ABA Section of Taxation Midyear Meeting, Los Angeles, Jan. 15, 2016. Panelist.
- “Application of Proposed SEC Clawback Rules to Foreign Private Issuers,” ABA Section of Taxation Fall Meeting, Chicago, Sept. 18, 2015. Panelist.
- “Taxation of Funded Foreign Plan,” ABA Section of Taxation May Meeting, Washington, DC, May 8, 2015. Panelist.
- “Employment Law Outlook 2015,” Pillsbury presentation, Los Angeles, Feb. 10, 2015 and San Diego, Feb. 12, 2015.
- “Global Equity Compensation,” ABA Section of Taxation Midyear Meeting, Houston, Jan. 29, 2015. Panelist.
Education
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J.D., Stanford Law School, 1999
A.B., Princeton University, 1994
summa cum laude, Phi Beta Kappa
Admissions
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California
New York