Janet Lowder guides corporate clients in securities matters, with a focus on executive compensation and corporate governance. She regularly advises clients with regard to securities and tax laws that apply to compensation plans and arrangements, corporate governance matters that impact executive compensation, the executive compensation aspects of mergers and acquisitions and other significant business transactions.
Janet has experience in assisting both public and private companies with the design and administration of equity-based compensation plans, cash incentive plans, nonqualified deferred compensation plans, director compensation plans, employee stock purchase plans and employment and change in control agreements.
In addition, Janet’s experience includes initial, follow-on and secondary equity offerings, debt offerings, offerings under Rule 144A and Reg. D, proxy statement preparation, Section 16 reporting, periodic reporting on forms 8-K, 10-K and 10-Q and Sarbanes-Oxley and Dodd Frank compliance. She also is experienced in preparing No Action Letters to the SEC as well as counseling clients in mergers and acquisitions and general corporate matters.
- Ripe for Disclosure?, Deal Lawyers, Vol. 4, No. 5, October 2010.
- Back in Black: A Regulation FD Compliance Road Map, Corporate Governance Advisor, Vol. 18, No. 1, February 2010.
- The Role of the Layperson in the Closing of Residential Real Estate Transactions: North Carolina’s New Approach, 7 N.C. Banking Inst. 277, April 2003.
Any result the lawyer or law firm may have achieved on behalf of clients in other matters does not necessarily indicate similar results can be obtained for other clients.
- Provided counsel on executive compensation matters in connection with a company becoming public, including the drafting of an equity compensation plan, form award agreements and other corporate governance matters.
- Advised a public company in the design of a new equity incentive plan, including preparation of the related proxy statement proposal.
- Represented private equity portfolio companies in the design and administration of equity incentive plans, including advising on compliance of offerings under Securities Act Rule 701.
- Advised a company with international operations regarding executive compensation matters in connection with its public spin-off, including review of outstanding equity incentive plans and agreements in light of the spin-off, design and administration of a new equity compensation plan and design and implementation of an employee stock purchase plan.
- Counseled a public company with respect to its on-going design and administration of equity incentive plans (including evolving proxy advisory firm guidance), Section 16 filings, executive compensation disclosures in periodic filings with the SEC and general corporate governance matters.