Adam Cantor focuses his legal practice on advising clients on employee benefits and executive and equity compensation matters.
Adam brings over 25 years of experience in advising clients to the practice of law, always seeking to partner with clients in the most effective way to further their business objectives.
Adam's clients regularly call on him to provide pragmatic, business-oriented legal counsel on matters involving employee benefits and executive and equity compensation (including deferred compensation). His guidance frequently touches on multiple areas of law, including tax, ERISA, corporate, securities, employment, labor and/or bankruptcy law. He represents both public and private companies, including private equity firms, hedge funds, and real estate management companies, as well as Boards of Directors and Compensation Committees, C-suite executives, investment committees for 401(k) and pension plans, financial institutions, and nonprofit organizations.
For publicly traded companies, Adam routinely advises company management, Boards of Directors, and Compensation Committees on issues related to executive compensation and equity compensation plans. Adam counsels these clients on compliance and planning recommendations with respect to stock exchange requirements, proxy statements and SEC Form S-8 and 10-K filings, Rule 16b-3 issues, Rule 10b-5 plans, Dodd-Frank Act requirements, ISS and Glass Lewis problematic pay practice issues and business judgment rule/entire fairness doctrine issues under Delaware and other corporate laws.
Adam’s private equity, hedge fund and real estate management company practice includes partnership-based equity and equity-based compensation design and negotiation, frequently on behalf of C-suite executives. Clients engage him to design and negotiate profits interest plans, carried interest/”promote” arrangements, equity compensation rollover arrangements and management incentive plans.
Adam is also well-versed in ERISA issues, such as fiduciary compliance and planning, and qualified retirement and health and welfare plan compliance and design issues. He regularly advises on transactional employee benefits matters. He serves as a “go-to” resource for HR professionals on their day-to-day employee benefits issues.
Adam's specific capabilities include:
- Designing equity and equity-based compensation plans, including stock options, restricted stock, restricted stock units, stock appreciation rights, performance shares, and partnership programs.
- Drafting and negotiating executive employment, severance, and change-in-control agreements.
- Managing design and compliance issues for qualified retirement plans, including controlled group and EPCRS matters.
- Assisting with 409A planning and compliance for nonqualified deferred compensation plans.
- Advising clients on fiduciary duties for administrative and investment committees of 401(k) and other qualified retirement plans.
- Providing guidance on avoiding ERISA prohibited transactions and correcting them, including Voluntary Fiduciary Correction Program applications.
- Structuring pension plan de-risking and mitigating multiemployer withdrawal liability.
- Designing carried interest and "promote" programs for real estate and hedge funds.
- Drafting and negotiating representations, warranties, and covenants in corporate transactions.
- Addressing KEIP and KERP issues in bankruptcy proceedings.
- Advising clients on ESOP transactions and other business succession planning strategies.