Dan Stellenberg Email & Phone Number

Palo Alto, Ca

As an executive compensation attorney, my practice focuses on assisting clients with the design and implementation of equity compensation and other incentive compensation arrangements, executive employment agreements and separation agreements, and the related tax, accounting, and securities law implications. My experience also encompasses employee integration and retention, due diligence, golden parachute, and deferred compensation issues. I am actively involved with the firm's transactional practice, working with employers to manage the transition of employees and their benefits during and after a merger or acquisition, joint venture, or spin-off.

Silicon Valley (Palo Alto, Ca)

My practice focused on the design and implementation of equity compensation and bonus plans, executive employment agreements and the corresponding tax, accounting, and securities law issues.

Menlo Park, Ca

Responsibilities included:Securities Law Compliance• Drafting compensation portions of securities law filings, including 8-K reports, proxy statements (including say-on-pay proposals and CD&A disclosure), and S-8 registration statements• Addressing Section 16 issues and advise on Forms 3, 4, and 5 filingsOther Public Company Counseling• Advising on NASDAQ and NYSE listing standards• Assisting with stockholder approval issues, including institutional shareholder governance concerns and Section 162(m) performance-based compensationM&A• Negotiating compensation/benefits provisions of transaction documents• Advising on retention and integration issues• Reviewing due diligence• Serving as Shearman’s Section 280G (golden parachute) expertCompensation Arrangements• Drafting compensation plan documents, award agreements, and plan prospectuses• Providing employment and income tax advice from both the participant and company perspectives• Structuring Section 409A/457A compliant nonqualified deferred compensation arrangements• Advising on stock plan compliance in non-U.S. jurisdictions, including addressing European Union data privacy laws and Chinese currency exchange laws• Serving as Shearman’s private company and private-equity compensation expertAdditional Practice Components• Negotiating executive employment agreements and separation agreements• Drafting general release agreements• Preparing materials for boards of directors and compensation committees• Managing associates, paralegals, and legal assistants• Conducting internal and external tax training sessions

Provide numerical analysis services with respect to executive compensation arrangements including 280G analyses and change-of-control calculations. Draft proxy disclosure with respect to post-termination and change-of-control obligations.

Employee Benefits/Executive Compensation attorney

employee benefits/executive compensation attorney