Rimon

Craig Tanner

Partner

Employment Law, Employee Benefits and Executive Compensation, Data Privacy and Cybersecurity
Austin, Silicon Valley (Menlo Park)

EDUCATION

University of San Francisco

J.D., Articles Editor - USF Law Review

University of Colorado

B.S.

PREVIOUS EXPERIENCE

  • Reed Smith (Partner)
  • DLA Piper (Partner)
  • Baker & McKenzie (Associate)

    ADMISSIONS

  • State of California
  • State of Texas

    Languages

  • English

Professional Experience

Craig is a Partner in Rimon’s Employment Law, Employee Benefits and Executive Compensation Practice. He has over 25 years of experience in representing US and multinational companies with executive compensation, equity compensation, employment, and data privacy matters.

In his compensation practice, Craig works with his clients in designing and offering performance-based incentives, Section 409A-compliant deferred compensation, and broad-based stock programs, including restricted stock units, stock options, profit interests, stock purchase rights, restricted stock, phantom stock, and stock appreciation rights; as well as commission, retention, transaction, and cash bonus programs. Craig works closely with his clients on the market practices, shareholder concerns, tax mitigation, securities registration, currency exchange, and communications issues that companies encounter when offering these programs to employees, directors, and consultants in the U.S. and throughout the world.

For employment matters, Craig works with his clients on onboarding executives, executive employment agreements, performance plans, severance agreements, and change in control incentives.  He regularly advises clients on employee handbooks, codes of conduct and other company-wide policies, and leaves of absence. Craig also advises his clients on market practices and regulatory compliance for services provided by consultants, expatriates, short-term assignments, cross-border employees, and contingent workers.

In his M&A practice, Craig works with his clients before and throughout the transaction and on post-merger integration. Craig advises his clients on concerns discovered during the due diligence process; drafting and negotiating the purchase agreement; drafting and negotiating executive employment agreements and retention incentives; structuring roll-over equity arrangements; mitigating 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, Craig advises his clients on the collection, processing, and transfer of protected employee information necessary for managing the workforce, compliance with local data registration requirements, and the implementation of workplace privacy policies.

Executive Compensation Experience

  • Advised LLCs and partnerships on incentive alternatives for employees and service providers featuring profit interest units, including implementing multi-tiered LLC structures.
  • Designed and implemented multiple omnibus stock award programs for companies with global workforces.
  • Advised client on corporate restructuring and conversion of outstanding equity incentive awards and partnership interests under new corporate structure.
  • Implemented option-to-RSU and option-to-option exchange tender offers for publicly-traded companies, as well as multiple option repricing and cash out programs.
  • 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.
  • Represented company in its negotiations with NASDAQ regarding alleged violation of listing rules related to executive compensation.
  • Advised client with 100,000+ global employees on securities issues and FINRA compliance resulting from the transition to a new stock program brokers.
  • 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.

Employment Law Experience

  • Drafted and negotiated CEO, CFO, CTO, and General Counsel employment agreements and incentive awards for U.S.-based company acquired by non-US public company.
  • Represented multiple company boards and executives through the employment and tax issues during the hiring and separation process.
  • Drafted and negotiated CEO and CFO employment agreements, severance terms, and incentive awards for de-SPAC transactions.
  • Negotiated resolution for executive to alleged non-compete and non-solicitation restrictions raised by former company.
  • Negotiated multiple and company-wide severance and change-in-control policies.

Mergers and Acquisitions Experience

  • Design transaction bonuses, change-in-control bonuses, option-cancellation agreements, and management retention plans for clients to prepare for mergers.
  • Advised multiple clients on alternatives for treatment of equity awards post-merger with the focus on employee retention, including substation of awards and introduction of new incentives.
  • Developed rollover equity investment program and retention incentives for management team of acquired nationwide company.
  • Advised multiple clients on golden parachute tax issues (280G) and deferred compensation compliance (409A) related to stock purchase transactions.
  • Worked with client on resolving 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.
  • Negotiated on client’s behalf 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 tech 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.

PUBLICATION AND SPEAKING ENGAGEMENTS

  • Planning for the Payment of Taxes on Private Company Stock Awards
  • Approving Compensation Under Laws That May Not Remain
  • Year-End Global Stock Plan Reporting Requirements
  • Compensation Committees; Director Independence; Adviser Independence; Disclosure of Conflicts
  • Employers beware: New UK anti-avoidance tax laws on ‘disguised remuneration’ – share schemes and employee benefit trusts
  • Equity-Related Action Items in the Far East
  • Argentina – New Currency Exchange Restrictions Impact Stock Plan
  • SEC Announces Proposed Rules for Enhanced Executive Compensation and Corporate Governance Disclosure to Shareholders of Public Companies
  • Doing Business Globally: Equity Compensation Guide
  • U.S. Equity Compensation Grants to Foreign Employees: Structuring and Reporting Options
  • Oh No! Moments – Plan Corrections

EDUCATION

University of San Francisco

J.D., Articles Editor - USF Law Review

University of Colorado

B.S.

PREVIOUS EXPERIENCE

  • Reed Smith (Partner)
  • DLA Piper (Partner)
  • Baker & McKenzie (Associate)

    ADMISSIONS

  • State of California
  • State of Texas

    Languages

  • English
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