Tristan Brown is a Partner in the Firm’s Palo Alto office, where he is a member of the Executive Compensation and Employee Benefits Practice Group. Tristan has extensive experience advising a wide variety of clients, including private equity funds and publicly held corporations, with respect to the executive compensation and employee benefits issues arising in corporate mergers, takeovers, sales, spin-offs, initial public offerings and other corporate transactions. Tristan has also represented employers, compensation committees and executives in the negotiation and drafting of employment and separation agreements, and advises clients with respect to the design and drafting of stock option plans and other equity- or cash-based incentive compensation arrangements, non-qualified deferred compensation plans (Internal Revenue Code Sections 409A and 457A), golden parachute excise tax issues, health and welfare programs, and issues relating to pension fund investing.

Since joining the Firm, Tristan has represented Elevation Partners, Hellman & Friedman and Silver Lake Partners in various M&A transactions (including Hellman & Friedman in its acquisition of Getty Images) and has provided executive compensation and employee benefits advice to many of the Firm's clients, including Activant, American Media, Inc., Catalina Marketing, CB Richard Ellis, GridPoint, Inc., Icicle Seafoods, SiRF Technology, Inc., Robert Half International Inc., Seagate Technology, Toronto Dominion Bank, and Vertafore, among others.

Mr. Brown has been named one of "The Nation's Most Powerful Employment Attorneys ‘Up-and-Comers'" for 2011 by Human Resource Executive and Lawdragon.  He is recognized for his extensive executive compensation and employee benefits experience and his remarkable work.

Mr. Brown received his B.A., with high distinction, from Trinity College, University of Toronto in 1993. He graduated in 1996 from the University of Toronto, Faculty of Law, where he received his J.D. and was an associate editor of the Faculty of Law Review. He also received his LL.M. in labor and employment law in 1997 from the Georgetown University Law Center, where he was awarded the Thomas Bradbury Chetwood, S.J. Prize for ranking first in his LL.M. program.

Publications

•	New Proposed Rules under IRC Section 162(m)
•	The Supreme Court Holds that Reformation of ERISA Plan Terms Due to False or Misleading Plan Summaries Does Not Strictly Require a Showing of Detrimental Reliance
•	U.S. Regulators Propose Rules on Incentive-Based Compensation Arrangements at Large Financial Institutions
•	IRS Issues Final Regulations Relating to Employee Stock Purchase Plans and the Reporting Requirements for Employee Stock Purchase Plans and Incentive Stock Options
•	IRS Establishes Corrections Program to Cure Deferred Compensation Defects Under Code Section 409A
•	"Incentive Compensation Guidance for All Banking Organizations Proposed," HR Banker (November 2009), co-authored with Andrea K. Wahlquist and Alvin H. Brown
•	December 31, 2009 Deadline Approaches for Amendments to Comply with Section 162(m) and to Correct Certain Section 409A Operational Failures
•	Federal Reserve Issues Proposed Incentive Compensation Guidance for All Banking Organizations
•	Navigating the Swift Currents of “Underwater” Stock Options
•	American Recovery and Reinvestment Act of 2009: Provision of Premium Subsidy for COBRA Beneficiaries
•	New IRC Section 457A Prohibits Deferral of Compensation Paid by Offshore Funds and Certain Partnerships
•	Reminder: Transition Relief for Code Section 409A Deferred Compensation Arrangements Expires on December 31, 2008

Admissions

•	New York 2001
•	*Not Yet Admitted in California

Education

•	Georgetown University Law Center, 1997 LL.M. Recipient, Thomas Bradbury Chetwood, S.J. Prize for ranking first in his LL.M. program
•	University of Toronto Faculty of Law, 1996 J.D. Associate editor of the Faculty of Law Review
•	University of Toronto, 1993 B.A. With High Distinction