A member of Morgan Lewis’s cross-practice global workforce team, Zaitun Poonja counsels in all areas of executive compensation for startups, emerging growth companies, and public companies. She advises large multinational corporations, and publicly and privately held companies in numerous global industries—including technology, pharmaceutical, and life sciences—on implementation of equity compensation programs in US and foreign jurisdictions. She counsels public and private companies in connection with merger and acquisition transactions, spin-offs, initial public offerings and venture financing.
Zaitun has experience designing and structuring equity awards in more than 70 countries in Europe (including Russia), the Asia Pacific and South Asia regions, Latin America, and the Middle East. Working closely with clients, she advises on the tax, securities, and financial accounting implications of equity programs in the United States; and the tax, securities, exchange control, labor law, data privacy and other legal implications related to the use of equity programs in foreign jurisdictions.
She also analyzes the tax treatment of cross-border employees; prepares prospectus and registration statements to comply with local securities laws and exchange control rules; and helps design and implement US equity programs for inbound non-US entities.
Zaitun also counsels clients in Securities Exchange Act Section 16 reporting, parachute tax and Section 409A issues; employment agreements; and change in control benefits and severance programs.
She is listed in Chambers USA: America’s Leading Lawyers for Business (2006–2016).
Hollins University, 1974, B.A.
Stanford Law School, 1986, J.D.
Awards and Affiliations
Member, Law Firm of the Year, Employee Benefits & Executive Compensation, Chambers USA (2019)
Member, Law Firm of the Year, Employee Benefits (ERISA Law), US News/Best Lawyers – Best Law Firms (2019)
Ranked, Employee Benefits & Executive Compensation, California, Chambers USA (2006–2019)
Ranked, Employee Benefits & Executive Compensation, San Francisco, Silicon Valley & Surrounds, Chambers USA (2019, 2020)
Recognized, Employee Benefits (ERISA) Law, Palo Alto, The Best Lawyers in America (2006–2020)
Lawyer of the Year, Employee Benefits (ERISA) Law, The Best Lawyers in America (2017)
Top Woman Lawyer, The Best Lawyers in America (2016, 2017)
Recommended, The Legal 500 US (2016)
Recognized, Guide to the World's Leading Labour & Employment Lawyers 2007 (Expert Guides)