Barbara Mirza is a Partner in the Compensation & Benefits practice group and is a member of the Firm's Business department. She joined the Firm in 2015 and is resident in the Los Angeles office.
Ms. Mirza has over sixteen years of experience as an executive compensation and benefits specialist. She has worked with clients ranging from startups to multinationals across multiple industries, and 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 $100 million to more than $7 billion, and have included stock sales, asset sales, mergers, joint ventures and spin-offs. Her work on these 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.
Ms. Mirza also advises senior executives and boards of directors with respect to sophisticated, multi-disciplinary 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, and has coordinated with international counsel in over 40 countries regarding the impact of local laws on global equity incentive programs.
Ms. Mirza has written extensively in the areas of executive compensation, say on pay trends and compensation-related litigation preparedness. Prior to joining Cooley, Ms. Mirza practiced for a total of 12 years at Skadden, Arps, Slate, Meagher & Flom LLP in that firm's New York and Los Angeles offices. She also spent four years as a senior executive compensation and benefits advisor in the Los Angeles office of Ernst & Young LLP.
Ms. Mirza graduated from Queen's University in Kingston, Canada with a BA in philosophy with first class honors and received her LLB from the University of Toronto Faculty of Law, where she was co-editor in chief of the law review.
