Mark Hamilton counsels clients on employee benefits and compensation matters, including those arising in mergers and acquisitions, financing arrangements and other types of corporate transactions. He provides counsel regarding stock-based compensation arrangements, employment agreements, change-in-control agreements and all other executive compensation arrangements. His practice includes tax matters, such as Code Section 280G golden parachute issues, performance-based compensation compliance under Code Section 162(m) and the design of deferred compensation plans.

Mr. Hamilton also advises pension plan fiduciaries, investment fund sponsors, pension plan investors, banks and other financial services firms regarding fiduciary issues and other implications arising from the US Employee Retirement Income Security Act of 1974 (ERISA), including ERISA's "plan assets" rules. In addition, Mr. Hamilton counsels public companies and underwriters concerning the US Securities and Exchange Commission’s executive compensation disclosure rules.

Recent matters include the representation of:

• Nordic Capital, providing ongoing counsel and compliance review of private equity funds and structuring of portfolio investments to ensure continued compliance with ERISA requirements in the U.S.;
• Jet Blue Airways Corporation with respect to executive compensation and employee matters, including ongoing advice related to stock plans and compliance with securities laws;
• Hess Corporation, providing ongoing advice concerning stock-based compensation and executive compensation disclosures;
• Skype Technologies, S.A. in its acquisition of GroupMe, Inc., including advice on employment agreements, stock-based compensation arrangements, executive compensation arrangements and acquisition agreements;
• Calpine Corporation, providing ongoing advice related to stock-based compensation and executive employment arrangements; and
• Ceasarstone in connection with its IPO, including advice concerning stock-based compensation and executive compensation disclosures.

Bars and Courts
New York State Bar, 1994
District of Columbia Bar, 1996

Education
LLM, Taxation, New York University, 1997
JD, Columbia University School of Law, 1993
BS, University of Vermont, summa cum laude, 1987

Professional Associations and Memberships
New York State Bar Association
American Bar Association

Awards and Recognition
Legal 500 USA 2011 – Tax: US Employee Benefits and Executive Compensation

Publications
Co-author, "Repricing Underwater Stock Options," Selected Equity Compensation Issues, Chapter 7, Winter 2012
Co-author, "Actions to Take in 2006 and Beyond in Response to New IRS Rules on Deferred Compensation," Bloomberg Corporate Law Journal, Winter 2006
"DOL Amends QPAM Exemption," Benefits Law Journal, Spring 2006
"Recent Guidelines on the Anti-Cutback Rule," Labor Law Journal, Fall 2004
"IRS Focuses Unprecedented Attention on Executive Compensation Issues," Benefits & Compensation Digest, October 2002
Co-author, "Two Recent Federal Circuit Court Cases Explain Top-Hat Plan Administration and Eligibility," Journal of Deferred Compensation, Fall 2002

Languages
English

Citizenship
United States