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Karen Phillips Guest Lectures for University of Michigan Law School Entrepreneurship Clinic

Posted on November 26th, 2018

Karen E. Phillips, Senior Counsel of law firm Norris McLaughlin, P.A., presented a lecture and discussion for law students in the University of Michigan Law School’s Entrepreneurship Clinic on November 19.  In her lecture, Philips covered the most common forms of equity compensation utilized by early-stage startup companies, the reasons for choosing one over the other, and the applicable tax and securities law considerations.  The students then worked through a scenario to advise a fictitious client on how to structure equity compensation arrangements for the employees of their startup.

Michigan Law’s Entrepreneurship Clinic, part of the Zell Entrepreneurship and Law (ZEAL) Program, is an innovative clinical law program that represents and advises University of Michigan student-led entrepreneurial ventures and other entrepreneurial ventures.  The Entrepreneurship Clinic gives law students a chance to gain practical experience by representing real clients.

“The University of Michigan Law School Entrepreneurship Clinic was started by one of my former law school classmates, Dana Roach Thompson, and is the first of its kind,” said Phillips.  “I’m tremendously proud of the work that Dana is doing with the clinic and am so very grateful that she asked me to assist her students in this Fall’s clinic.  I got so much from my education at the University of Michigan, in both the Business School and the Law School, that I’m happy to have the opportunity to give a little back.”

Phillips represents clients in employee benefits and compensation-related aspects of corporate transactions, financing arrangements, and public offerings, including negotiation, review and drafting of transactional documents, supervision of due diligence, and identification of issues arising under, and assistance in complying with, the Internal Revenue Code, ERISA, and applicable federal securities laws and exchange regulations.

Phillips also advises clients on the structure, implementation, and administration of non-qualified employee compensation plans, programs, and arrangements, including the associated federal tax implications. She represents clients in connection with the design, administration, amendment, and termination of single-employer and multiemployer defined contribution retirement plans and defined benefit pension plans.  She has designed, negotiated, and drafted equity-based compensation plans, employment, consulting, termination, severance, and change-in-control agreements, and advised clients on the associated ERISA, federal tax, and securities implications.

Phillips received her LL.M. in taxation, with distinction, from Georgetown University Law Center, her J.D./M.B.A. from the University of Michigan, and her A.B. from the University of Chicago. She is a member of The Alumni Society and the National Association of Women Lawyers.