Nicole C. Calabro
Biography
Nicole Calabro is of counsel in Baker McKenzie’s Employment & Compensation Practice, with a focus on global equity services. She advises multinational companies on all facets of employee equity plans. She regularly assists public and private companies in offering their employee equity plans around the world. Nicole is currently a member of the National Association of Stock Plan Professionals and the Global Equity Organization.
Prior to joining the Firm, Nicole was a senior associate in the Global Equity Group at Mercer Human Resource Consulting LLC. Previously, she was a manager in the New York office of Deloitte Tax LLP.
Practice Focus
Nicole consults on plan design, tax considerations, securities filing and disclosure requirements, exchange control rules, labor law exposure, data privacy concerns and other compliance issues connected to offering employee equity plans in different jurisdictions. She also advises companies on the effects of mergers, reorganizations, spin-offs and other corporate adjustments on their equity programs. In addition, Nicole is seasoned in cross-border tax issues for equity awards held by mobile employees.
Representative Legal Matters
- Assisted a US software company with respect to its initial IPO. Advised on the design and implementation of the company's new employee stock purchase plan as well as the grant of stock options and RSUs for employees in 11 countries.
- Represented a multinational technology company to extend their stock ownership program to provide Restricted Stock Units (RSUs) to all employees worldwide.
- Advised one of the largest US chemical manufacturers on the tax, legal and regulatory considerations associated with the adjustment and conversion of outstanding equity awards held by employees in more than 40 countries in connection with a merger.
- Assisted a self-service ticketing platform company in its acquisition of a private UK company by performing the due diligence of the acquired company's equity award plans and obligations, drafting the share purchase agreement, drafting communications to equity award holders, and advising the self-service ticketing platform company on the country-specific tax, legal and regulatory issues and considerations associated with rolling over tax beneficial EMI options granted by the acquired company in the UK and converting and cashing out non-EMI options granted by the acquired company in several other countries.
- Assisted an American biopharmaceutical company with respect to an acquisition regarding the country-specific tax, legal and regulatory issues and considerations associated with assumption, conversion and cash out of the target company's equity awards into awards over their shares.
- Represented a medical devices manufacturing and wholesale company with respect to the tax implications of a cash out of equity awards in eight countries as part of the sale of the company to a publically traded medical device company.
- Represented an information technology software company with respect to its acquisition by a private equity firm. Advised on the tax implications for outstanding equity awards as a result of the transaction and the roll out of a new equity program in more than 20 countries after the company was taken private.
- Represented a Silicon Valley-based fabless semiconductor company in connection with the Chinese tax and exchange control issues related to the cash out of outstanding equity awards as part of their acquisition.
Professional Associations and Memberships
- Global Equity Organization
- National Association of Stock Plan Professionals
Admissions
- New York~United States (1999)
- California~United States (1996)
Education
- New York University School of Law (LLM Taxation) (1999)
- Pepperdine University School of Law (JD, magna cum laude) (1996)
- University of Maryland (BA) (1992)
Languages
- English
Previous Offices
- San Francisco
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