Newport Beach:
610 Newport Center Drive, 17th Floor
Newport Beach, CA 92660


Wayne Jacobsen


Wayne Jacobsen is a Partner in O’Melveny’s Newport Beach office and a member of the Executive Compensation and Employee Benefits Practice. His practice is exclusively in the employee benefits and executive compensation field, including pension and profit sharing plans, employee stock ownership plans, deferred compensation plans, stock option plans, welfare plans, employment agreements, severance arrangements and change of control arrangements.

Wayne has represented clients including: American Suzuki Motor Corporation; Beckman Coulter Inc.; Broadcom Corporation; DIRECTV; Experian Information Solutions; Hilton Hotels Corporation; Korn Ferry International; Phase II Systems; Sunkist Growers, Inc.; SAIC, Inc.; SanDisk Corporation; Toyota Motor Sales; Raytheon Corporation; and United Airlines.

Illustrative Professional Experience

  • Represented United Airlines in creating and operating the largest employee stock ownership plan in the United States
  • Represented SAIC, Inc. in its transition from employee ownership by means of that company’s initial public offering
  • Represented fiduciaries of an ESOP in a shareholder dispute concerning corporate control
  • Represented Hughes Electronics in California’s most significant case concerning qualified domestic relations orders – In re Marriage of Oddino
  • Assisted a number of employers in ensuring that benefit plan coverage was not inadvertently extended to contingent workers, such as independent contractors and “leased” employees
  • Represented a significant employer before the Internal Revenue Service in the correction of excessive payments to retirees for the employer’s pension plan
  • Represented Phase II Systems with respect to the retirement and exit incentive programs for numerous public agencies
  • Provides ongoing advice concerning pension, 401(k), stock option, employee stock purchase plans, health plans, and other benefit programs for numerous publicly and privately held companies

Professional Activities

Admitted to Practice, US Tax Court
Member, American Bar Association, Taxation Section; Orange County Bar Association, Taxation Section
Lecturer, ERISA Litigation Conference, Western Pension and Benefits Conference; National Institute of Pension Administrators; Los Angeles County Bar Association, Tax Section, Employee Benefits Committee; Prentice Hall Law and Business Employee Benefits Compliance Conference
Honors, Chambers USA: America’s Leading Lawyers for Business (2011-2015); named in The Best Lawyers in America© (2007-2010, 2015, 2016); named a “Super Lawyer” in a survey conducted by Law & Politics Media Inc. and published in Los Angeles magazine (2004, 2006-2015)
Publications,SEC Proposes New Clawback Rule,” Orange County Business Journal (with Chris Del Rosso and Jeff Walbridge) (October 2015)

University of Southern California, J.D., 1982: Order of the Coif; Law Review, 1980‑82

University of California at Los Angeles, A.B., 1979: magna cum laude


SEC Issues Final Pay-Ratio Rule (Executive Compensation and Publis Company Advisory Practices)

SEC Proposes Clawback Rule (Executive Compensation and Publis Company Advisory Practices)

SEC Proposes Pay-for-Performance Disclosure Rule (Executive Compensation and Publis Company Advisory Practices)

Section 409A Transition Relief Expires December 31, 2012 (Executive Compensation)

Medical-Loss Ratio (MLR) Rebates: Use 2012 Open Enrollment to Prepare for Future Rebates (Executive Compensation and Employee Benefits)

Early Returns in 401(k) Fee Cases Favor Defendants (Employee Benefits Alert)

Section 409A—All Employers Must Act By December 31 (Employee Benefits Alert)

New COBRA Obligations: Subsidy, Second Chance, and More (Employee Benefits Alert)