Attorney Briar McNutt focuses on issues arising at the intersection of employee benefit plans and securities offerings, as well as in corporate governance and corporate transactions.   

Clients seek Briar’s advice on compliance with federal and state securities laws in offering equity-based incentive compensation to executives and employees, including registration requirements, registration and resale exemptions, and disclosure requirements.

For publicly traded and closely held companies, Briar designs and counsels on all types of equity compensation arrangements, such as incentive stock option and nonqualified stock option plans, restricted stock, restricted stock units, performance units, and stock appreciation rights plans. She also provides guidance on executive compensation issues in corporate transactions.

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Multinational companies look to Briar for advice on designing and implementing employee stock purchase plans to comply with U.S. securities laws, including plans offering American Depositary Receipts (aka “ADRs”) to employees of U.S. subsidiaries. In addition, she helps public companies ensure compliance with SEC executive compensation disclosure and reporting rules and shareholder approval requirements. Briar counsels entrepreneurs and startup companies on structuring equity incentive arrangements for management and employees to reflect founders’ and investors’ controlling interests and rights. Also, she advises private companies on compliance with securities laws in raising capital through private placements.

Briar’s transactional and commercial experience is equally extensive. Because of her in-depth knowledge of general corporate and commercial laws, Briar regularly represents multinational corporations offering global supply chain and logistics services in the biotechnology and pharmaceutical industries. She counsels and provides them with legal support for a wide variety of business transactions and drafts and negotiates distribution, supply, packaging, clinical trial support, and other service contracts.

Before joining Epstein Becker Green, Briar was a corporate, securities, and transactional partner of a national law firm.

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Focus Areas



  • New York University School of Law (J.D., 1994)
    • Staff Editor, Annual Survey of American Law (1992 to 1993)
  • Williams College (B.A., cum laude, 1990)

Bar Admissions

Professional & Community Involvement

  • New York State Bar Association, Health Law and Labor and Employment Law Sections


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