Barbara Mirza has nearly two decades of experience as an executive compensation and benefits expert. She has worked with clients ranging from startups to multinationals across multiple industries, and she has extensive experience advising both public and private companies.
She has particularly deep experience in handling the compensation and benefits aspects of corporate transactions. These have ranged in size from less than $25 million to more than $7 billion and have included stock sales, asset sales, mergers, joint ventures and spin-offs. Barbara’s work on transactions has involved pre-transaction strategic analysis; due diligence; negotiation and drafting of transaction agreements; preparation of related post-deal employment, retention and equity incentive arrangements; analysis of “golden parachute” issues and calculations; presentations to boards of directors and compensation committees; preparation of employee communications and required shareholder and SEC disclosures; and assistance with post-closing arrangements.
Barbara also advises senior executives and boards of directors with respect to sophisticated, multidisciplinary executive compensation and benefits issues outside the context of transactions, including strategies for the drafting of annual proxies and other public disclosures; analysis of issues relating to the policies of Institutional Shareholder Services and other proxy advisory firms; and the drafting of ongoing executive compensation arrangements, including severance agreements, employment agreements and equity and non-equity incentive plans. She has particular experience with respect to the impact of the Internal Revenue Code (including Sections 162(m), 280G and 409A) and United States securities laws on executive compensation programs and employee benefits arrangements.
Barbara has written extensively in the areas of executive compensation, say-on-pay trends and compensation-related litigation preparedness. Prior to joining Cooley, she practiced for more than a decade at Skadden, Arps, Slate, Meagher & Flom in its New York and Los Angeles offices.
She also spent several years as a senior executive compensation and benefits advisor in the Los Angeles office of Ernst & Young. She served as co-editor-in-chief of the University of Toronto Faculty of Law Review.