Rob Marshall - McDermott Will & Emery


Rob Marshall leads the cross-border executive compensation and benefits practice at McDermott.  For over 25 years he has advised public and private companies and their senior executives on executive compensation and equity plan issues on a global basis.

Rob has implemented cross-border compensation and HR programs in more than 140 countries.  He regularly advises companies on the treatment of these programs in corporate transactions ranging from mergers and acquisition, spin-offs and divestitures, as well as the tax treatment of cross-border employees participating in these programs and integration issues post-closing.

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Global Plans

  • Advised Fortune 25 consumer goods multinational company on the implementation of stock option and RSU awards in 84 countries, which included tax, securities, exchange control, data privacy, and employment issues*
  • Assisted biotech company with executive compensation matters including executive employment agreements and equity awards in 32 countries*
  • Advised on the implementation of a ‘choice’ program in 44 countries where employees selected their mix of equity awards and cash compensation*
  • Provided global equity plan implementation and on-going advice for LTIP and ESPP programs in 73 countries which included tax-qualified awards, regulatory and exchange controls*
  • Provided US consumer good multinational with implementation of long-term cash and equity awards in 77 countries, including tax, securities, exchange control and employment issues*
  • Assisted software Company with $270M stock option for cash exchange program in 22 countries*

Global Employment / Corporate Compliance

  • Provided claw-back advice to food and beverage company in 34 countries*
  • Provided on-going employment and local corporate compliance advice in 18 countries for social media company*
  • Assisted private biotech company with expansion into 19 jurisdictions including employment agreements/offers and corporate subsidiary maintenance*


  • Provided global regulatory and tax advice for equity awards and employee benefit programs in 81 countries impacting 170,000 employees world-wide in $31B spin-off*
  • Assisted technology company with a $26B spin-off in 86 countries with executive compensation and employment advice*
  • Assisted consumer goods company with a $13B spin-off including equity award and employment issues in 76 countries*
  • Assist entertainment company with spin-off equity award and employee benefit plan issues in 33 countries*

Governance / Advisory

  • Provided day-to-day executive compensation advice including tax, securities, proxy disclosure, governance, compensation committee materials, ISS issues, claw-back policy and equity plans for Fortune 500 company*
  • Advised public technology company on executive compensation matters, including preparing an equity plan, as well as providing proxy disclosure, global compliance advice and shareholder approval issues*
  • Prepared C-Suite employment and severance agreements for public technology company*
  • Assisted US public company with day-to-day executive compensation advice including tax, securities, disclosure (proxy, 8-K, and Section 16 issues), corporate governance, 162m, ISS issues, claw-back and equity plans*
  • Assisted UK company with implementation of tax-qualified incentive plan awards*
  • Provided day-to-day executive compensation advice to public consulting company, including equity plan, disclosure, securities and tax requirements*

Global M&A

  • Assisted US semiconductor company with executive compensation and equity awards for a potential $10.6B acquisition*
  • Assisted technology company with $1.5B acquisition where responsibilities included global equity awards, employment and corporate subsidiary matters in 51 countries*
  • Provided global compensation and benefits, as well as post-acquisition integration advice for biotech company with employees in 36 countries*

Initial Public Offerings

  • Assisted French biotech company with executive compensation and equity plan aspects of a $228M IPO on NASDAQ*
  • Assisted web storage company with executive compensation issues in IPO on NASDAQ*
  • Assisted medical device company with spin-off and IPO on NASDAQ*


  • Provided tax, social insurance and employment advice for executive transfer and secondment program to consumer goods company*
  • Assisted dual listed semiconductor packaging and test services company with executive compensation and equity plan disclosure requirements in US and Singapore*
  • Assisted US Company with de-listing from Euronext Paris and analyzed impact on equity plans*
  • Provided US securities law and 409A advice, as well as disclosure materials for UK listed company*
  • Assisted start-up company with employment agreements and tax-qualified equity awards*
  • Assisted US manufacturing company with recharge agreements associated with $800M in tax deductions related to equity awards*

*Matter handled prior to joining McDermott


  • The Legal 500 US, Recommended
  • Bay Area Lawyer Magazine, named one of the Bay Area’s “best lawyers”


  • National Association of Stock Plan Professionals
  • State Bar of California


New York University, LLM (Taxation)
University of California, Davis, JD
University of California, Davis, MBA
University of California, Davis, BA (Economics)

England and Wales (Registered Foreign Lawyer)