Hayden works with lawyers and their clients to create and audit economic models that aid in the closings of corporate transactions. He focuses on the construction of payout deliverables for mergers and in building pro forma capitalization tables for venture financings. He also audits corporate records to ensure compliance with various mathematical tests implemented by the Securities and Exchange Commission and IRS.
He works with lawyers to ensure client compliance with a variety of quantitative tests used in corporate law. In particular, he runs:
- 280G analyses to quantify parachute payments of executives in mergers.
- Rule 701 calculations to confirm that a company is not issuing too many stock options to its employees.
- Pay-versus-performance disclosure calculations pursuant to Item 402(v) of Regulation S-K.
- $100,000 incentive stock option (ISO) limit tests to ensure employees don’t vest more than $100,000 in a single year.
- Payout spreadsheets to evaluate the cash/stock mix in mergers to guarantee the transaction can be tax-free.
