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Wendy Davis is a partner in the Compensation & Benefits practice group and a member of the Cooley Business department. She joined the Firm in 2006 and works in the Hanover office.
Ms. Davis specializes in equity and executive compensation. Her practice addresses not only the practical design considerations of compensation programs but also the often complicated intersection of tax, employment, corporate and securities laws as well as the shareholder relations issues that arise in connection with compensation matters. Ms. Davis works regularly with clients to develop and maintain their equity compensation plans, cash bonus plans, deferred compensation arrangements, and change of control agreements. She is actively involved in the preparation of public company disclosures, including drafting and reviewing CD&As and the compensation sections of S-1s. Ms. Davis regularly negotiates executive severance, retention and employment agreements on behalf of executives and employers at all stages of the corporate lifecycle. Ms. Davis is an expert in Section 409A compliance of executive and equity arrangements. Ms. Davis frequently assists with the compensation, benefits and executive-related issues arising in mergers and acquisitions.
Recent representative transactions on which Ms. Davis provided compensation and benefits support include:
- Initial public offering filings in 2010/2011 for AcelRx Pharmaceuticals, Beceem, Epocrates, Everyday Health, and Neophotonics Corporation
- $960M acquisition of Cooley's client Compellent Technologies by Dell
- $316M acquisition of Cooley's client Beceem by Broadcom
- $165M tender offer for Cooley's client Chordiant Software by Pegasystems
- $135M acquisition by Cooley's client Web.com Group of Register.com
- $115M merger of Cooley's client Veraz Networks with Dialogic
In 2008, Ms. Davis organized the first of Cooley's now-annual executive compensation programs called Jumpstart Your Year-End Compensation Decisions, which focuses on each year's most pressing topics in executive and equity compensation. In addition, Ms. Davis is a frequent speaker on compensation matters for other organizations. Her external speaking engagements include:
- January 2011: New Enhanced Proxy Disclosures – The Final Rule, at the Northern California Chapter of the Association of Bioscience Financial Officers
- January 2011: Compensation Elements of the Dodd-Frank Act, at the Colorado Chapter of the National Association of Corporate Directors
- September 2010: 10 Essential Updates to Your Stock Plan for Maximum Efficiency and Effectiveness, at the 2010 NASPP Conference
- September 2010: Proxy Statements 101 for Stock Plan Administrators and Compensation Professionals – Understanding the Process and Adding Value, at the 2010 NASPP Conference
- September 2010: Mergers and Acquisitions for Stock Plan Administrators, at the 2010 NASPP Conference
- January 2010: Proxy Disclosure: Enter the New Regulations, at the Silicon Valley Chapter of the NASPP
- September 2009: Long-Term Incentives and Equity Grant Practices, at Equilar's 2009 Executive Compensation Symposium
Ms. Davis has been recognized by Chambers USA in the category of Employee Benefits and Executive Compensation in California in 2009 and 2010.
Prior to joining Cooley, Ms. Davis worked for three years as an associate in the Executive Compensation and Employee Benefits group at Simpson Thacher and Bartlett LLP, specializing in compensation, benefits and executive-related issues arising in mergers and acquisitions. Before joining Simpson Thacher, Ms. Davis started her career as an associate in the Compensation & Benefits group at Venture Law Group, specializing in employment, equity compensation and executive-related issues of public and private companies.
Ms. Davis received a J.D. from the University of Chicago Law School in 1999 where she served as the Editor of Interdisciplinary Programs of the Law School Roundtable. She graduated magna cum laude with a B.A. in International Relations from the University of Pennsylvania. Ms. Davis is a member of the American Bar Association and the State Bar of California. Ms. Davis is also on the Board of Advisors for the Silicon Valley Chapter of the National Association of Corporate Directors.
Education- University of Chicago Law School
JD, 1999 - University of Pennsylvania
BA International Relations, 1996, magna cum laude
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