C MOTTA acts as a strategic legal partner to companies, investors, boards of directors, compensation committees, shareholders, and executives in structuring compensation policies and long-term incentive plans. Our advice combines corporate law expertise, governance, transactional experience, and an economic assessment of the relationship among capital, management, and performance, with a focus on alignment of interests, leadership retention, contractual protection, clear rules, and institutional consistency. We advise on the creation, review, and implementation of compensation programs aligned with the company’s strategy, corporate structure, governance maturity, and expected growth, liquidity, or change of control events.
+ Executive Compensation Policies
Structuring and review of compensation policies for officers and directors, executives, board members, and key employees, including the definition of principles, eligibility, fixed and variable components, approval governance, and review criteria.
+ Long-Term Incentives
Design of long-term incentive programs aligned with the company’s strategy, investment cycle, value creation, leadership retention, and shareholders’ liquidity expectations.
+ Stock Options
Structuring of stock or quota option plans, with rules on eligibility, exercise price, vesting, exercise, transfer restrictions, beneficiary departure, liquidity events, and corporate adjustments.
+ Restricted Equity and RSUs
Structuring of restricted shares or quotas, restricted stock units, future equity delivery plans, retention rules, rights accrual, trading restrictions, and forfeiture or acceleration events.
+ Phantom Equity
Design of compensation plans linked to the company’s value, without direct delivery of equity interests, including the definition of the economic formula, payment events, metrics, retention, departure, and protection against unintended effects on the corporate structure.
+ Performance Awards
Structuring of incentives tied to performance targets, value creation, financial results, operational milestones, strategic transactions, liquidity events, or metrics defined by the company and its shareholders.
+ Hybrid Incentive Plans
Modeling of structures that combine variable compensation, deferred bonuses, equity, phantom equity, RSUs, earn-outs, retention payments, and payments conditioned on continued service, performance, or strategic events.
+ Vesting and Rights Accrual
Definition of time-based, performance-based, milestone-based, liquidity event-based, or hybrid vesting, with clear rules on acceleration, suspension, forfeiture, and treatment in reorganizations.
+ Good Leaver and Bad Leaver
Structuring of legal and economic consequences for voluntary departure, termination without cause, termination for cause, retirement, disability, death, contractual breach, breach of duties, and negotiated exit.
+ Change of Control and Liquidity Events
Definition of rules applicable to a sale of control, IPO, material asset sale, consolidation, merger, corporate reorganization, entry of an investor, and other events that may accelerate or modify beneficiaries’ rights.
+ Approval Governance
Structuring of decision-making authority among the board of directors, compensation committee, shareholders, officers, and investors, with documentation of approvals, limits, approval thresholds, conflicts of interest, and the decision-making rationale.
+ Executive Agreements
Drafting and negotiation of management agreements, employment agreements, offer letters, side letters, accession agreements, option agreements, incentive instruments, retention clauses, and post-termination rules.
+ Alignment among Shareholders, Investors, and Management
Development of compensation mechanisms that align executives, founders, controlling shareholders, financial investors, and boards around growth, governance discipline, and liquidity events.
+ Portfolio Companies and Growth Companies
Advice to portfolio companies, family-owned businesses, scale-ups, and corporate groups in creating incentives compatible with talent retention, expansion, new financing rounds, acquisitions, and preparation for sale.
+ Public Companies and Regulation
Advice on compensation programs for public and listed companies, with attention to disclosure, corporate approvals, compensation policies, shareholders’ meetings, regulatory forms, and officers’ and directors’ duties.
+ Corporate, Labor, Regulatory, and Tax Matters
Integration of the corporate, contractual, labor, regulatory, and tax effects of the plans, in coordination with specialized advisors when applicable.
+ Review of Existing Plans
Diagnosis of existing incentive plans, identification of inconsistencies, execution risks, economic misalignment, documentation gaps, conflicts with corporate agreements, and opportunities for improvement.
+ Implementation and Documentation
Preparation of plans, regulations, accession documents, corporate approvals, minutes, internal policies, beneficiary communications, document controls, and program administration routines.
+ Contractual Protection and Confidentiality
Structuring of confidentiality, non-solicitation, non-recruitment, intellectual property, fiduciary duties, non-compete when applicable, and post-contractual obligation clauses.
+ Compensation in Strategic Transactions
Advice on incentives related to M&A, entry of an investor, acquisition of control, strategic sale, divestment, corporate reorganization, executive retention, and transaction bonuses.
