Manan Shah (Mike)

Partner

Mike Shah counsels clients on executive compensation, employee benefits, and corporate governance. A significant part of his practice involves advising major public companies on executive compensation and benefits arrangements in the context of M&A/takeovers, public offerings, and restructurings. Mike also advises clients on tax rules relating to Internal Revenue Code Sections 409A, 280G, and 162(m) and assists companies with SEC disclosure requirements relating to executive compensation matters. He represents companies and individuals in the negotiation of employment and separation agreements and assists companies in designing appropriate change in control severance protections.

Specific recent transactions include: the merger of Continental and United, Potash Corporation's successful defense against an unsolicited takeover proposal from BHP, the acquisition of Novell by Attachmate, the sale of Lubrizol to Berkshire Hathaway, the pending sale of Goodrich Corporation to United Technologies, and the reorganizations of Dana Corporation and Chrysler LLC.

Prior to joining Jones Day, Mike advised on the merger of equals involving Alcatel and Lucent, Cendant's split into four separate companies, HP's acquisition of Compaq, and IBM's acquisition of PwC's consulting business.

Representative clients include: Century Aluminum, Goode Partners, International Coal Group, Jeffries Finance, Patron Spirits, Procter & Gamble, Sirius XM Radio, Stanley Black & Decker, and Verint Systems.

Mike is a frequent commentator on executive compensation and governance issues for several leading financial news sources including The Wall Street Journal. Mike is also actively involved in Jones Day's executive compensation task force, which identifies emerging executive compensation-related trends and issues.