Juliano Banuelos

Partner

San Francisco


Read full biography at www.orrick.com

Juliano Banuelos chairs Orrick’s Compensation & Benefits Group and focuses on advising public companies and mature private companies on executive compensation and related fiduciary duty and governance matters.

Mr. Banuelos’ representative clients include Ancestry.com, Apollo Education Group, Inc. (the University of Phoenix), Cisco Systems, Inc., Gap, Juniper Networks, Keysight Technologies, Kimpton Hotels, Levi Strauss, Oracle Corporation, Varex Imaging Corporation, Varian Medical Systems and Williams-Sonoma. Juliano is also a leader in providing compensation advice in mergers and acquisitions and regularly serves as special M&A tax counsel to in-house tax and HR departments.

In addition to being a recognized practitioner on IRC Section 409A, Juliano provides advice on the full range of compensation and benefits issues that arise ranging from designing and implementing equity-based, employment, separation, deferred compensation, change in control and similar arrangements to providing advice with respect to the design and legal compliance of qualified retirement plans, nonqualified deferred compensation plans and welfare plans.

Mr. Banuelos also advises companies on all aspects of the securities laws relating to such arrangements.

Clients interviewed for Chambers and Partners describe Mr. Banuelos as "incredibly bright and very creative," and "extremely knowledgeable, and extremely helpful, as he provides practical solutions."

Posts by: Juliano Banuelos

New Delaware Supreme Court Ruling on Excess Director Compensation: A Return to Formula Plans?

On December 13, 2017, in Re Investors Bancorp, Inc. Stockholder Litigation (“Bancorp”), the Supreme Court of Delaware held that when stockholders have approved an equity incentive plan that gives the directors discretion to grant themselves awards within a shareholder approved plan limit, and a stockholder properly alleges that the directors improperly exercised that discretion, then the stockholder ratification defense is unavailable to dismiss the suit, and the directors will be required to prove the entire fairness of the awards to the corporation.  The Bancorp case involved a generous shareholder approved plan limit and upholds the adage that bad facts make bad law.

In Bancorp, the company’s stockholders approved an equity plan for employees and directors that gave Bancorp Inc.’s board of directors discretion to allocate up to 30% of all option or restricted stock shares available under the plan as awards to themselves. After stockholders approved the equity plan, the board approved grants to themselves of just under half of the stock options available to the directors and nearly thirty percent of the shares available to the directors as restricted stock awards.

Each director’s grant far surpassed the median pay at similarly sized companies and the median pay at much larger companies. The awards were also over twenty-three times more than the median award granted to other companies’ non-employee directors after mutual-to-stock conversions. The court determined that the plaintiffs alleged facts that the directors breached their fiduciary duties by awarding excessive equity awards to themselves under the equity plan and that a stockholder ratification defense was not available for a motion to dismiss. READ MORE