Global employment and compensation

A&O Shearman’s global employment and compensation practice brings together the expertise of around 150 dedicated lawyers across our global network.

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Our team delivers sophisticated cross-border and local advice to public and private employers, boards, pension scheme institutions and retirement asset fiduciaries (including government plans), investors, executives and management teams.  

We are one of the largest practices in the market with lawyers across the U.K., Europe, the U.S., the Middle East and Asia Pacific. 

We have extensive experience handling complex and sensitive employment and compensation issues arising from mergers and acquisitions, restructurings, IPOs, private equity transaction, fundraisings, corporate governance matters and regulatory reforms.  

We advise on the design and operation of cash and equity incentive programs, executive separations, disclosure and compliance matters, and compensatory offerings (both registered and unregistered). 

We also offer the full range of support in respect of pension and retirement benefits (both for sponsors and fiduciaries), engagement with stockholders and other stakeholders, workplace investigations and internal policies and procedures, and regularly provide day-to-day employment and HR-related support to clients across sectors. 

Our lawyers are both trusted advisors and formidable advocates. We represent our clients in high-stakes litigation and arbitration matters, involving claims of discrimination and harassment, wrongful termination, unfair dismissal, breach of contract, breach of discrimination law and harassment, fiduciary duty, fraud, whistleblowing, post-termination anti-competitive activity, and trade secrets. We have a proven track record of achieving favorable outcomes for our clients, whether through negotiation, mediation, settlement or trial. 

We have decades of experience handling the most challenging issues in the market, and we work seamlessly with our colleagues in our corporate and M&A, private equity, funds and asset management, real estate, tax, restructuring and insolvency, litigation, regulatory, sustainability, IP and data protection groups to provide holistic and forward-looking solutions. 

We pride ourselves on our truly integrated approach, built up over many years through close teamworking, enabling us to offer our clients a seamless cross-border service of the highest quality. Our lawyers collaborate extensively, sharing resources and know-how to enhance our efficiency and client service. 

Market-leading employment litigation and investigations 

We handle disputes arising from terminations (including violations of confidentiality and non-compete clauses), team moves, whistleblowing, and trade-restraint matters, as well as allegations of misconduct, discrimination and harassment.  

We have a track record of delivering successful outcomes whether via obtaining or defending injunctions, resolving claims through mediation or arbitration, or litigating in court or before employment tribunals.  

We represent our clients in all national courts (including the UK Employment Tribunal and the European Court of Justice), handling the full spectrum of individual and collective labor conflicts Our leading workplace investigations practice offers our clients deep legal expertise, cross-border experience and strategic insight.  

Our lawyers have handled investigations involving senior executives, regulators, media scrutiny, criminal proceedings and litigation risks, while protecting employer’s legal privilege. We help employers address allegations of misconduct, and protect their reputation, culture and legal position. We have a proven track record of securing successful outcomes for our clients across various jurisdictions and industries from big tech to financial services and pharmaceuticals.  

We recognize the complex and highly sensitive nature of internal investigations and the need for both a swift and thoughtful process when situations arise. Our advice is nuanced to fit each scenario and informed by our clients' immediate needs and long-term goals, with an eye toward minimizing adverse reputational risk. 

Sophisticated advice on compensation, incentives, remuneration programs and global equity plans 

We advise on the design and operation of compensation, incentives and remuneration programs, and the applicable employment, tax (including Section 409A of the Internal Revenue Code) and securities laws issues.  

Our team handles all forms of equity compensation plans and schemes, including stock options and EMI share options, restricted stock and restricted stock units (RSUs), performance shares and PSUs, stock appreciation rights (SARs), profits interests, carried interest arrangements, partnership rights, hybrid rights and phantom equity structures, ESPPs, ESOPs, tax-qualified plans and co-investment structures. 

We are experienced working with both private capital and public issuers to develop state-of-the-art equity compensation plans, including those with participants in multiple jurisdictions.  

We prepare plan documentation, securities law compliance documents, registration statements and prospectuses, and assess the impact of M&A and capital transformation transactions on these plans and schemes. We also have extensive expertise in the design and implementation of equity exchange programs and private liquidity arrangements. 

We support our clients to engage with shareholders around their executive compensation programs, helping them draft shareholder disclosure documents including proxy statements and information statements, and ensuring they are informed of regulatory developments and other matters of importance to key institutional investors and shareholder advisors alike. 

Top-tier corporate governance counsel and public company advisory services 

We advise on a broad range of governance matters including oversight of employment policies, crisis management, shareholder engagement, takeover defense, board structure and operations, shareholder proposals, executive and director compensation, and director self-evaluations.  

Our lawyers help clients implement succession protocols (both in emergencies and in long-term planning), handle leadership transitions and new appointments, and manage related internal and external disclosures. 

We act for our public company and listed issuer clients to ensure compliance with periodic reporting requirements and other disclosure obligations, including those related to the “S” in ESG, listing standards, insider reporting (including Sections 13 and 16), trading rules (including 10b-5 plans), policies requirements (including clawbacks), risk-management, and shareholder activism.

HR and benefits counsel 

We provide employment and HR-related support to clients across sectors, whether on a day-to-day basis or in relation to strategic HR projects such as internal reorganizations and change in work patterns driven by a reliance on AI or contractors, for example.  

We partner with our clients to carefully navigate the complex and competing interests involved in managing, overseeing and transacting with employees and other service providers, and offer practical guidance on processes with employee representatives and labor authorities.

We advise across the market, supporting global and domestic employers, portfolio companies, and early stage companies and other organizations that have limited internal resources.  

Top-tier M&A and transaction advice 

We provide a full range of transactional support for clients involved in M&A deals and other corporate transactions, including structural analysis and due diligence, treatment of equity compensation, retention, and deal bonus design and implementation.

We advise on the onboarding of management teams, the establishment of new plans, and post-closing integration and implementation issues. We also handle tax matters (including Section 280G) and legal and employment regulatory requirements such as transfer of undertakings (TUPE), information and consultation obligations with employee representatives, and successor liability issues. 

Industry leading retirement asset fiduciary and pensions advice 

Our market-leading pensions team advises on everything from pension fund governance and fiduciary duties to novel and complex pension funding structures, pension plan change management, and pensions support in the context of corporate M&A, restructuring and insolvency matters.  

We advise employers, providers and pension plan trustees and managers, giving us a sophisticated insight into the perspectives of all parties. In particular, we have extensive experience acting for the largest and most complex pension schemes and retirement plans, working with trustees and boards to ensure effective systems of governance are in place. 

Our pensions team works closely with our insurance practice and consistently leads the market in the development of risk transfer solutions for pension scheme institutions. 

We have delivered some of the industry’s largest longevity swaps and bulk purchase annuity contracts with insurers and re-insurers, as well as global harmonization exercises, reorganizations and scheme restructurings. Our lawyers have exceptional litigation expertise and support our clients when disputes arise.

In the U.S., we counsel employers, fund managers and other fiduciaries on ERISA fiduciary duties and prohibited transactions. We advise on ERISA plans’ investments in financial products and represent our clients in negotiations with the Pension Benefit Guaranty Corporation (PBGC).  

In the U.K., we advise both employers and trustees on all aspects of pensions law and engagement with the Pensions Regulator, the Pensions Protection Fund, tax authorities and all relevant regulatory bodies.  

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