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Executive Compensation, Private Equity & 280G Attorney

Brett provides executives, founders and law firms across the U.S. with practical, market-informed advice that reflects both the letter of the law and the realities of high-stakes negotiations. He focuses on equity and incentive compensation — particularly in technology and private equity spaces.

Brett is fluent in the fast-paced, equity-first language of startups. Having spent several years advising venture capital and private equity funds and companies on the other side of the table, he has an insider’s understanding of the region’s legal, cultural and market norms, and an intuitive comprehension of where compensation fits into the tech ecosystem.

“Brett comes across as very competent, clear, honest, to-the-point, but also super calm and relaxed, emanating confidence in the best possible way. Brett’s responsiveness and reliability make it really a pleasure to work together.” — Marc Seematter, managing partner at [dialog]unlocked.

Strategic advice for high-stakes negotiations

Brett advises on the full range of equity and executive compensation matters, including:

● Equity incentive arrangements (stock options, restricted stock, RSUs, performance awards and profits interests), with fluency in tax and securities law issues throughout the corporate lifecycle.

● Code Section 409A deferred compensation design and compliance.

● Code Section 280G golden parachute tax planning and mitigation strategies.

● Compensation and employee benefits considerations in mergers and acquisitions, initial public offerings (IPOs), financings and other corporate transactions.

● Negotiation of offer letters, employment agreements, severance arrangements and change-in-control agreements.

Trusted advisor to lawyers and business leaders

Many of Brett’s law firm clients are seasoned professionals in venture and growth-stage transactions who turn to him for specialized, high-value insights that help them serve their clients more effectively. Executives rely on Brett to help negotiate compensation packages that are competitive, practical and achievable — grounded in his knowledge of market trends, tax sensitivities and business strategy.

Brett often enters negotiations at pivotal inflection points, such as a founder negotiating a new role after an acquisition, a company designing an equity plan ahead of a funding round, or a law firm facing a complex 280G issue on the eve of a deal. Brett’s calm demeanor and ability to translate technical rules into actionable guidance help his clients avoid unnecessary complexity to build compensation structures that support, rather than complicate, a deal.

Representative matters

Some of Brett’s engagements since joining Cohen & Buckmann include:

● Represented a Silicon Valley “unicorn” company through a complex tender offer and secondary offering.

● Counseled prominent venture capital and private equity partners exiting their existing funds and negotiating their go-forward compensation arrangements.

● Represented multiple public company management teams in connection with change-in-control transactions.

● Advised multinational corporations on global equity incentives.

● Counseled a lower middle-market private equity firm on acquisitions and divestitures.

Publications

Option Repricings in Private Companies: 6 Considerations for Attorneys, The New York Law Journal, November 2024

Top Five Equity Plan Mistakes Start-Ups and Tech Employees Make, June 2024