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Amy Hwang

Amy Hwang counsels clients on executive compensation, employee benefits, and ERISA issues. Amy advises employers on the design and administration of tax-qualified retirement plans, health and welfare plans, and executive compensation programs. She also advises public and private companies on business transactions, including mergers and acquisitions, and corporate governance matters.

Practice Highlights
  • Designs and drafts a variety of executive compensation arrangements, including non-qualified deferred compensation plans, executive compensation programs under Internal Revenue Code Sections 457(b) and 457(f), equity incentive plans and other equity-based compensation arrangements, and advises on the impact of Internal Revenue Code Section 409A on such arrangements
  • Advises on employee benefits and compensation matters in business transactions, including incentive compensation agreements, golden parachute payments, and plan mergers and terminations in connection with mergers and acquisitions
  • Negotiates and drafts executive employment agreements and severance agreements on behalf of employers and employees
  • Counsels public and pre-IPO companies regarding performance-based compensation rules under Internal Revenue Code Section 162(m) 
    Advises employers on matters related to administration of health and welfare plans, including issues related to COBRA continuation coverage, claims and appeals, the provision of fringe benefits, and compliance with health care reform laws
  • Assists plan sponsors with benefit plan corrections, ERISA claims procedures, and questions regarding ERISA fiduciary duties

Representative Transactional Experience

Executive Compensation Experience

Public company executive compensation

Counselsing public and pre-IPO companies regarding application of Internal Revenue Code Section 162(m). (Ongoing)

Deferred compensation plans for tax-exempt employers

Drafts both deferred compensation plans under Section 457(b) and 457(f) of the Tax Code for executives of credit unions, educational institutions, hospitals, and other nonprofit entities. (Ongoing)

Executive employment and equity compensation agreements

Represents both employers and executives in negotiating employment agreements and equity compensation arrangements. (Ongoing)

Implement deferred compensation plans

Assisting with the design and ultimate drafting of a plan to enable executives of a for-profit corporation to make elective deferrals of salary and bonus compensation or to accrue supplemental retirement benefits under SERPs. Evaluating the plan for compliance with Tax Code Section 409A. (Ongoing)

Incentive arrangements for hospitality industry companies

Equity-based incentive programs, including grants of profits interests in limited liability companies and equity appreciation rights, for food, beverage, and restaurant companies. (Ongoing)

Shareholder approval of golden parachute payments by privately held corporations

Identifying “disqualified individuals” for purposes of the Tax Code Section 280G golden parachute rules. Analyzing payments, including accelerated vesting of options and other equity-based compensation, transaction bonuses, and severance amounts, made in connection with business transactions to disqualified individuals and coordinate process to qualify for the Section 280G shareholder approval exception. (Ongoing)

Business Transaction Experience

Acquisition for Microsoft

Represented Microsoft in the acquisition of Deis, a workflow management software company. (2017)

Cooke Aquaculture acquisition of Icicle Seafoods

Represented Cooke Aquaculture—a family-owned business in New Brunswick, Canada—in its acquisition of Icicle Seafoods, a 50-plus-year-old seafood company with operations in Alaska and Washington. (2016)

Dave’s Killer Bread

Represented AVB, Inc. (d/b/a Dave’s Killer Bread) and its shareholders in a 100 percent stock sale to Flowers Foods, Inc. (2015)

Flynn Restaurant Group

Represented Flynn Restaurant Group in a recapitalization and strategic growth investment by Ontario Teacher's Pension Plan Board and refinancing of existing credit facilities. (2014)

Sale of snack food business for Snakcorp Holdings, Inc.

Sale of subsidiaries, Snack Alliance and Nalley's Canada Limited, in an auction process to a private equity-backed producer and distributor of private label seasoned snack foods. (2010)

Merger and investment for Clearwire Corporation

Merger of Sprint and Clearwire WiMAX businesses and investment in Clearwire of $3.2 billion by Comcast, Time Warner Cable, Bright House Networks, Google, and Intel. (2008) Read more

Professional & Community Activities

  • Western Pension and Benefits Conference
  • Board of Directors, Asian Bar Association of Washington, 2010-2011
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