Craig is a Partner in Rimon’s Employment Law, Employee Benefits and Executive Compensation Practice. He has over 20 years of experience in representing multinational companies with executive compensation, equity compensation, employment, and data privacy matters.
In his compensation practice, Mr. Tanner works with his clients in designing and offering, executive compensation and broad-based equity-programs, including restricted stock units, stock options, profit interests, stock purchase rights, restricted stock, phantom stock, and stock appreciation rights, as well as retention, transaction and cash bonus programs. Specifically, he advises clients on the market practices, shareholder concerns, tax, mitigation strategies, securities, registration compliance, employment, currency exchange restrictions, data privacy, and communications issues that companies encounter when offering these programs to executives, employees, directors, and consultants in the U.S. and throughout the world.
For employment matters, Mr. Tanner advises his clients on all aspects of employment law, including onboarding executives, drafting executive employment agreements, severance agreements, and change in control incentives, drafting codes of conduct and other company-wide policies; advising on employee benefit entitlements and, works council matters; and advising on employee rights during leaves of absence. Mr. Tanner also advises his clients on market practices and regulatory compliance for services provided by expatriates, short-term assignments, cross-border employees, part-time employees, contingent workers, and consultants.
In his M&A practice, Mr. Tanner works with his clients throughout the transaction and on post-merger integration. Mr. Tanner advises his clients on material concerns discovered during the due diligence process; drafting and negotiating applicable portions of the purchase agreement; drafting and negotiating executive employment agreements and retention incentives; structuring roll-over equity arrangements; advising on potential Section 409A deferred compensation compliance liabilities; advising on excess golden parachute payment issues and providing alternatives to mitigate or eliminate tax obligations; advising on non-qualified benefit programs; and developing post-merger integration incentive programs.
In the data privacy area, Mr. Tanner advises his clients on the collection, processing and transfer of protected employee information, compliance with local data registration requirements, and the implementation of workplace privacy policies.
Executive Compensation Experience
- Advised client on corporate restructuring and conversion of outstanding equity incentive awards and partnership interests under new corporate structure.
- Developed rollover equity investment program and retention incentives for management team of acquired nationwide medical services company.
- Implemented option-to-RSU and option-to-option exchange tender offers for publicly-traded companies.
- Implemented multiple option repricing and cash out programs.
- Advised LLCs and partnerships on incentive alternatives for employees and service providers featuring profit interest units, including implementing multi-tiered LLC structures.
- Advised client on the potential employee entitlement risks related to a significant restructuring of compensation and incentive programs in 40+ countries.
- Designed a unique stock award for a multi-national private company that allowed the employee to vest in the shares but defer delivery (and taxation) of the shares until a liquidity event. This award was offered to employees in 20+ countries in full compliance with the applicable laws.
- Advised multi-national pharmaceutical company on the restructuring of its incentive programs, including changing long-standing stock compensation practices. Significant employee entitlement issues were raised by the company’s global workforce.
- Represented a company in its negotiations with NASDAQ regarding violation of listing rules related to executive compensation.
- Advised a global manufacturing and services company in connection with compensation-related issues arising from the multi-billion dollar spin-off of two business units.
- Represented large multi-national corporation, on a successful negotiation with the Philippines securities agency to reduce the filing fee requirement for its stock awards and to offer a greater of shares.
- Developed multi-tiered profit interest program for global limited liability company with several industry verticals and multiple entities.
Employment Law Experience
- Drafted and negotiated CEO, CFO, CTO, and General Counsel employment agreements and incentive awards for U.S.-based music company acquired by non-US listed corporation.
- Drafted and negotiated CEO and CFO employment agreements, severance terms, and incentive awards following de-SPAC transaction.
- Advised client with 100,000+ global employees on securities issues and FINRA compliance resulting from the transition to a new stock program brokers.
Mergers and Acquisitions Experience
- Advised clients on alternatives for treatment of equity awards in mergers and acquisitions with the focus on executive retention.
- Advised client on all global stock program issues related to its merger into a Dutch parent company. These issues include the conversion of NASDAQ-listed shares into ADRs; securities registration; tax consequence relating to the deemed sale of shares; revised stock award agreements; and employee communications.
- Successfully negotiated with China – SAFE for the approval of multiple stock program annual quotas for both US-based and EU-based issuing companies, including obtaining approval for the modification of annual quotas in unique merger situations.
- Implemented post-merger integration of global subsidiaries for large Silicon Valley corporation as part of its acquisition of two public companies, including the integration of the acquired subsidiaries into the client’s stock plans without a disruption in the offering schedule. A unique challenge for this client was the use of two different stock plan brokers for the stock plan administration and brokerage services.
- Advised multi-national company on the restructuring of Japanese subsidiary chain of ownership to mitigate the costly and time-consuming Japanese securities filings.
- Spring 2017, “Approving Compensation Under Laws That May Not Remain”, C-Suite
- Fall 2012, “Year-End Global Stock Plan Reporting Requirements”, global peRSpectives
- Summer 2012, “Preparing for Year-End Global Stock Plan Reporting Requirements; Argentina – New Currency Exchange Restrictions Impact Stock Plan”, global peRSpectives
- July 2012, “Compensation Committees; Director Independence; Adviser Independence; Disclosure of Conflicts”, Reed Smith Client Alert (co-author)
- June 2012, “SEC Issues Final Rules Regarding Compensation Committee and Adviser Independence”, Reed Smith Client Alert (co-author)
- Spring 2012, “Equity-Related Action Items in the Far East”, global peRSpectives
- Winter 2012, “ISS Issues Final Policies for 2012; China – Impact of New Social Insurance Law on Expatriates; Ireland – Social Insurance Tax Withholding Effective January 1, 2012”, global peRSpectives
- November 2011, “ISS Issues Final Policies for 2012”, Reed Smith Client Alert (co-author)
- October 2011, “DOL to Re-Propose Rule on Definition of Fiduciary”, Reed Smith Client Alert (co-author)
- October 2011, “It’s Never Too Early to Start Preparing for Year-End Global Stock Plan Reporting Requirements”, global peRSpectives
- July 2011, “Employers beware: New UK anti-avoidance tax laws on ‘disguised remuneration’ – share schemes and employee benefit trusts”, Reed Smith Client Alert
- June 2011, “DOL Proposes Extension of Applicability Dates for Plan Fee Disclosure Rules”, Reed Smith Client Alert
- June 2011, “Form 42 share plan reporting”, Reed Smith Client Alert
- March 2011, “DOL Issues Proposed Rule on Annual Funding Notice Requirements”, Reed Smith Client Alert (co-author)
- February 2011, “DOL Extends Deadline for Complying with New ERISA Section 408(b)(2) Disclosure Rules”, Reed Smith Client Alert
- December 2010, “DOL Proposes Rule Broadening the Definition of ‘Fiduciary’ under ERISA”, Reed Smith Client Alert
- November 2010, “DOL Finalizes New Fee and Investment Disclosure Rules for Participant-Directed Plans”, Reed Smith Client Alert
- May 2010, “Victory for Plan Administrators: Supreme Court Reinforces Plan Administrator Deference with Regard to Plan Determinations and Prior Mistakes”, Reed Smith Client Alert
- October 2009, “IRS Releases Guidance Regarding the Waiver of 2009 Required Minimum Distributions”, Reed Smith Client Alert
- July 2009, “SEC Announces Proposed Rules for Enhanced Executive Compensation and Corporate Governance Disclosure to Shareholders of Public Companies”, Reed Smith Client Alert (co-author)
- February 2009, “Belgium – Potential Relief For Employees With Options Taxed Upon Grant”, Reed Smith Client Alert
- February 2009, “Finland – Elimination of Employer’s Social Insurance Obligation on Employee’s Income”, Reed Smith Client Alert
- January 2009, Doing Business Globally: Equity Compensation Guide
- October 2008, “New Limitations on Stock Awards in France”, Reed Smith Client Alert
- October 2008, “IRS Releases 2009 Cost of Living Adjustments”, Reed Smith Client Alert
- June 2017, U.S. Equity Compensation Grants to Foreign Employees: Structuring and Reporting Options
- May 2017, E*TRADE Directions Conference, Scottsdale, Arizona, “Oh No! Moments – Plan Corrections”
- January 2014, Reed Smith’s MCLE Day, San Francisco, California
- November 2009, The 17th Annual NASPP Conference, San Francisco, California
- September 2008, Reed Smith’s “Doing Business Globally – Global Executive Compensation Programs” Teleseminar
- National Association of Stock Plan Professionals (NASPP)
News, Events, & Insights
- Global Law Firm Rimon PC opens new Austin office with Employee Benefits and Executive Compensation Partner Craig Tanner
News May 6, 2021