Management Incentive Equity in Private M&A: Equity Arrangements, Vesting, Transferability, Tax Considerations

Management teams play a critically important role for the target in M&A transactions and buyers (especially financial buyers) often view management team continuity after closing as a key component of the deal. The terms and structure of incentive compensation plans vary depending on the structure of the target and the buyer's prior practices and are often driven by tax considerations.

Some common incentive equity structures include profit interests, options, phantom equity, and restricted stock grants. These various arrangements have different tax treatment and different treatment for purposes of receiving dividends and distributions. In addition, incentive equity grants are often subject to vesting and performance thresholds and to repurchase rights on termination of employment.

When structuring incentive plans, M&A and management counsel must be aware of the key issues involved with each type of compensation structure including the type of equity or other compensation, vesting and forfeiture conditions, the timing and amount of distributions, monetization events, repurchase rights, and tax considerations.

Listen as our authoritative panel outlines common ways for structuring management incentive plans and provides practice tips for negotiating the terms of these agreements.