Robin Melman

Partner

robin.melman@bakerbotts.com

New York

P: +1.212.408.2509 F: +1.212.408.2501
Robin Melman

Robin Melman has been providing advice to clients on their most delicate and important executive compensation issues for almost fifteen years. Her clients have included public and private companies, boards of directors, compensation committees, special committees of the board of directors and chief executive officers. She is particularly adept at navigating the relevant corporate governance, disclosure requirement, tax and contractual issues that arise during sensitive management transitions, including as part of deal negotiations.

Robin also has extensive experience guiding clients through the executive compensation and employee benefits aspects of various corporate transactions, including mergers, acquisitions, dispositions, spin-offs, initial public offerings, and private equity and leveraged buyouts. She provides practical advice about how to address real business concerns, such as retention issues, qualified and nonqualified deferred compensation plan treatment options and 280G tax loss mitigation.

Robin also provides ongoing advice to public and private companies, boards of directors, and compensation committees with respect to day-to-day executive compensation matters, including equity and incentive compensation plan design and implementation, and related securities, tax, and public disclosure issues. She drafts and negotiates employment agreements, bonus plans, long-term incentive plans, separation agreements, noncompetition agreements, and other compensation-related agreements and programs. Robin assists clients with the drafting of relevant sections of proxy statements, periodic and current reports, and registration statements.

Related Experience

  • Negotiation of the employee benefit provisions, interim operating restrictions and post-closing benefit covenants in the disposition of a business by a large publicly-traded aviation network
  • Negotiation of the executive compensation and employee benefits provisions in the acquisition of a large publicly-traded refiner and marketer of petroleum products, and assistance with chief executive officer role negotiations, equity incentive treatment, management team redundancies and integration, 280G mitigation techniques and interim operating period retention planning
  • Negotiation of the employee benefits provisions and target equity treatment in numerous purchase agreements on behalf of a publicly-traded technology company making various add-on acquisitions
  • Negotiation of the executive compensation and employee benefit representations and covenants in purchase agreements, and drafting and negotiation of management team compensation terms, bonus plans and equity incentive plans, on behalf of certain private equity clients in numerous portfolio company acquisitions, add-ons and dispositions
  • Analysis and advice to a publicly-traded consumer products company regarding implementing additional executive change-in-control and severance protections in connection with a proxy contest
  • Implementation of executive and equity compensation and employee benefits arrangements in connection with a spin-off transaction for a large publicly-traded packaged foods company
  • Counseling chief executive officers through various employment agreement negotiations
  • Counseling numerous public companies, compensation committees and special committees of the board of directors through various executive transitions, including promotions, hirings, terminations and retirements

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