Shearman And Sterling

Françoise Even is counsel in the Paris Governance, Compensation and Employee Shareholding practice.

She advises major listed (CAC 40) and non-listed European companies on the design of their employee share ownership plans, including plans with sophisticated leverage and guarantee features, as well as any other equity and compensation plans. She works on all aspects of French law related to these transactions (corporate law, securities law, establishment of collective employee shareholding funds or fonds commun de placement d’entreprise, employee-directors designation, labor law, tax law and data protection) and coordinates the implementation of these operations in France and outside of France.

She has acquired and developed a real expertise to assist major listed companies to structure the packages for their corporate officers and executives, to draft their performance share plans and stock-option plans, their co-investment plans, their supplementary retirement plans, golden parachutes, non-compete provisions or any other benefits. She assists major listed companies to draft their say on pay resolutions and remuneration policy reports, to discuss with the proxy advisers and to implement as the case maybe, adjustments to performance their performance share plans and remuneration policies. She also handles the departure of the executive officers.

She more generally advises them on any issues of corporate governance (for example, the transition to a dual governance (separation between the Chairman of the Board and the Chief Executive officer)).

She advises major listed companies (CAC 40 and SBF 120) to implement the procedures for the designation of the directors representing the employees and the employee shareholders (drafting of the by-laws, drafting of electoral protocols) and for the designation of the members of the supervisory boards of the employee shareholding funds (FCPE).

She is equally active in the field of labor law in the context of capital market and M&A operations, cross-border mergers (the establishment of a special negotiating group) and has a great experience of writing whistleblowing procedures for French companies.