Stephen Brown, a partner in the London office of Latham & Watkins, focuses on the design and drafting of equity based and other incentive compensation arrangements for both public and private companies, including management equity arrangements for private equity sponsored entities.
He regularly advises on all aspects of equity-based incentive arrangements, including the tax, securities, corporate law, and governance issues arising in the design and implementation of such arrangements.
Mr. Brown combines many years of experience as an employment lawyer with deep knowledge of the taxation and structuring of share incentive arrangements to advise clients in relation to executive employment and share incentive matters arising in corporate mergers and acquisitions, initial public offerings, and other corporate transactions.
He has a particular knowledge of the international aspects of share incentive arrangements and employment law issues, having advised many US-based corporations and investors in relation to their European operations and investments.
Mr. Brown's matters have included advising:
- The Carlyle Group on the €10.1 billion acquisition by Carlyle and GIC of AkzoNobel's Specialty Chemicals business
- The independent directors of Vedanta Resources plc in connection with the possible offer by Volcan Investments Ltd for the remaining issued and to be issued share capital of Vedanta not already held by Volcan
- Theramex, a global specialty pharmaceutical company dedicated to women’s healthcare, in connection with the US$703 million acquisition by CVC Capital Partners of women’s healthcare assets from Teva Pharmaceutical Industries Ltd.
- The Carlyle Group in connection with the recapitalization of Dealogic, a global provider of data and analytics for the capital markets, by ION Investment Group
- Diageo plc on international executive employment issues
- Carlyle and other private equity sponsors on tax-efficient structuring of management incentive plans for a number of their high-profile portfolio companies
- Time Warner on the grant of stock options to employees in its European and Asian subsidiaries
- A leading global sports apparel company on the application of the Prospectus Directive to its international stock purchase plans
- Lloyds Banking Group and other leading financial institutions on the renegotiation of multi-jurisdictional outsourcing projects, including those involving employees in the UK, Europe, and Far East
- Yahoo! on the HR, stock option, and employment aspects of its purchase of Maktoob.com, the largest internet portal operator in the Middle East, the deal was both an asset and stock purchase, and he advised on the assumption of various stock options and the cash cancellation of those stock options, the transfer of employees in Dubai, Jordan, Egypt, KSA, and Kuwait, and the harmonization of terms and conditions of employment
- Yucaipa on the employment and management incentive aspects of its purchase of Soho House group
- Zipcar on its acquisition of Streetcar; and OpenTable on its acquisition of Toptable
- Emaar Hotels & Restaurants on its High Court litigation with a former executive
- Carlyle on the European employment, benefits, and unions/works council issues in relation to its acquisition of Ortho-Clinical Diagnostics from Johnson & Johnson
- Manchester United plc on the implementation of its Company Share Option Plan
- A global pharma company on the downsizing of its consumer healthcare division
- The Carlyle Group and The Nature’s Bounty Co. on the £1.77 billion sale of Holland & Barrett, one of Europe’s largest health and wellness retailers
- Leonard Green & Partners in connection with its acquisition of CPA Global, the world's leading Intellectual Property management and technology company, from Cinven