Employee benefits, executive compensation and retirement plans: transactional in United States
Cleary Gottlieb Steen & Hamilton
A healthy roster of public companies and private equity clients in the technology sector retain Cleary Gottlieb Steen & Hamilton for advice on the employee benefits and executive compensation considerations of high-value M&A transactions. Of particular note is Michael Albano’s role as primary executive compensation counsel on Alphabet’s numerous multibillion-dollar acquisitions. The team’s expert knowledge of retention strategy and tax considerations (such as the preservation of capital gains) for benefits programs is also applied to global names in fashion, retail, medicine and entertainment, with counsels Kathleen Emberger and Laura Bagarella being active across these sectors. Arthur Kohn recently applied his US securities law knowledge to complex redomiciliation exercises, while Mary Alcock often advises underwriters and placement agents on listings and IPOs involving corporate governance or executive compensation disclosure issues. Advice on ERISA fiduciary compliance is predominantly given to private equity clients, though a number of multinational financial institutions also approach the practice for QPAM exemption applications and other dealings before the Department of Labor. All named partners are based in New York.
National Amusements Inc.
- Represented Alphabet in numerous matters including its $2.1bn acquisition of Fitbit and its $2.6bn acquisition of Looker.
- Advised Warburg Pincus and its portfolio companies on a number of transactions including CityMD’s acquisition of Summit Medical Group and Allied Universal’s acquisition of SOS Security.
- Advised TPG on the formation of the $14.2bn TPG VIII fund.
- Representing Tech Data Corporation in its $5.4bn sale to Apollo Global Management.
- Representing manufacturing company Saint-Gobain in its $1.4bn acquisition of Continental Building Products.
The New York-based practice at Cravath, Swaine & Moore LLP solely represents commercial clients and, despite the modest team size, is known for handling the employee benefits elements of some of the largest M&A transactions on the global market. Prevalent sectors include entertainment, pharmaceuticals, energy, mining and construction. Practice head Eric Hilfers, the ‘incredibly smart’ Jennifer Conway and Jonathan Katz routinely advise household name clients – from The Walt Disney Company to Unilever – on the structuring of senior executive compensation arrangements, ESOPs, succession arrangements and golden parachute negotiations. The wide-ranging knowledge of the team encompasses the relevant securities law, disclosure requirements (including for annual proxy statements) and tax-related considerations. Alongside the roster of big-ticket employers, the team also represents high-profile senior management teams throughout corporate transactions. Other regular mandates involve advising on joint ventures and $1bn+ minority equity investments.
‘The Cravath team is thorough, provides practical options and solutions and builds trust from its client. As a senior in-house attorney, I knew I could rely on Cravath and our executives knew that we had obtained top advice.‘
‘The team worked extraordinarily hard to meet our needs and timing. They also are great at explaining complex matters.‘
‘Extremely knowledgeable across strategic and tactical issues with a very pragmatic & common-sense approach to problem solving.‘
‘Jennifer Conway is incredibly smart. She exudes competence and confidence in a calm and caring manner. She and her team are thorough but don’t get lost in the weeds. She manages her team to complete extraordinary amounts of work in short time frames. She is able to find solutions to complex issues and is effective at negotiating with opposing counsel as well as briefing compensation committees.‘
‘Eric Hilfers is an outstanding lawyer and human being- very follow-up oriented; always on time; has an absolute focus on the right outcomes and processes; extremely knowledgeable across strategic and tactical issues; has a very pragmatic & common-sense approach to problem solving; excellent business sense; outstanding technical capabilities.‘
Johnson & Johnson
- Advised The Walt Disney Company on its suite of high-profile M&A transactions totally $99bn since 2018, including the currently pending sale of EndemolShine Group to Banijay Group.
- Advised Occidental Petoleum Corporation on its $57bn acquisition of Anadarko Petroleum Corporation.
- Advising pharmaceuticals company Mylan on its $50bn merger with Upjohn, a division of Pfizer.
- Advised mining company Barrick on its $42bn joint venture with Newmont.
- Advised pharmaceuticals company Novartis on its $29.8bn spin-off of Alcon and its $2.1bn acquisition of Endocyte.
Davis Polk & Wardwell LLP
Davis Polk & Wardwell LLP’s executive compensation offering is solidly integrated into the firm’s market-leading corporate and capital markets teams, and routinely advises on high-value M&A transactions, IPOs and inbound investment transactions. Practice leader Edmond Fitzgerald supports company boards and compensation committees with devising deferred compensation programs, equity-based compensation arrangements and high-value performance incentives. The robust Title 1 expertise of Veronica Wissel and Jeffrey Crandall provides ERISA-compliant investment strategy to asset managers, investment banks and other financial services institutions acting as service providers to pension plans. The client list includes a cross-section of leading names in private equity and public companies in the financial services, energy, pharmaceuticals, transport, manufacturing and electronics sectors. Although Jean McLoughlin departed for Paul, Weiss, Rifkind, Wharton & Garrison LLP, the practice acquired the highly-praised Adam Kaminsky from Fried, Frank, Harris, Shriver & Jacobson LLP. The team is based in New York (Kaminsky aside, who is based in Washington DC).
- Advised Brookfield Business Partners on its $13.2bn acquisition of Johnson Controls International’s power solutions business.
- Advising Natura Cosméticos on its all-share acquisition of Avon Products for $2bn.
- Handled General Electric Company’s $11.1bn merger with Wabtech Corporation.
- Advising Tokyo Century Corporation on its acquisition of the remaining 75.5% interest in Aviation Capital Group from Pacific Life Insurance Company for $3bn.
- Advising Charles Schwab on its $1.8bn acquisition of assets of USAA’s Investment Management Company.
Debevoise & Plimpton LLP’s New York-based employee benefits and executive compensation team is particularly active in the investment funds space, including the rapidly growing secondary market. Experts such as practice head Lawrence Cagney and recently made-up partner Franklin Mitchell advise big-ticket fund managers or financial services clients on ERISA fiduciary responsibility for multibillion-dollar investments of pension plan assets. The team is also retained by a roster of private equity houses, for whom Meir Katz and Jonathan Lewis provide equity-based incentive and tax-related assistance on M&A transactions and spin-offs in sectors involving media, pharmaceuticals and healthcare. Though the practice has a focus on private equity and investment funds, a number of public companies are also noted; these include The Walt Disney Company, with Cagney advising on incentive revisions for its integration with 21st Century Fox. Elizabeth Pagel Serebransky recently retired from the partnership.
‘The team is very responsive and provides real-time, practical/reasonable advice which is very rare amongst law firms, in my experience.‘
‘Larry Cagney is incredible. He is thoughtful and insightful and has so much experience. He is a real gem!‘
Clayton, Dubilier & Rice
The Carlyle Group
Tribune Media Company
The Walt Disney Company
- Advised Tribune Media Company on its $6.4bn sale to Nexstar Media Group.
- Advised private equity firm Clayton, Dubilier & Rice on the sale of its portfolio company TRANZACT to Willis Towers Watson for $1.3bn.
- Advising American Express on its acquisition of restaurant reservations platform Resy.
- Represented Toyota Motor Corporation on its $1bn investment (jointly with DENSO Corporation and SoftBank Vision Fund) in Uber’s Advanced Technologies Group.
- Advised TPG Global on its definitive agreement to take over management of Abroad Group’s $1bn Global Healthcare Fund.
Kirkland & Ellis LLP’s employee benefits and executive compensation practice handles some of the largest M&A transactions in the oil and gas and energy sectors, with Alexandra Mihalas and Matthew Antinossi, both based in Chicago, and New York-based Scott Price frequently advising publicly-traded and private corporations on multibillion-dollar deals. Owing to the firm’s high-profile restructuring and bankruptcy practice, the team regularly advises on the benefit plan issues of corporate restructuring and liquidation processes. Michael Falk’s expertise encompasses equity, incentive and deferred compensation plan arrangements, particularly in respect to complex tax considerations under the 409A and 280G codes. A number of key financial institutions and REITs retain the team for ERISA fiduciary guidance on pension plan asset investment. Healthcare, life sciences and technology are also sectors of focus.
‘Always available and very focused.‘
‘Michael Falk is fantastic. By far the best attorney I’ve had the pleasure of working with in my 30-year career. He responsive, creative, intelligent and it was a pleasure to work with him.‘
Federal Street Acquisition Corp.
Dispatch Broadcast Group and the Dispatch Printing Company
Bristol-Myers Squibb Company
Hilcorp Energy and Harvest Midstream
- Advised Hilcorp Energy and Harvest Midstream on the $5.6bn acquisition of BP’s upstream business in Alaska.
- Advised Callon Petroleum Company on its $3.2bn acquisition of Carrizo Oil & Gas.
- Advised Avista Corporation on its sale to Hydro One Limited for $5.3bn.
- Represented Vista Equity Partners in its acquisition of DH Corporation for $3.5bn.
- Represented healthcare technology company CoverMyMeds in its sale to McKesson Corporation for $1.1bn.
The extensive bench of experts at Latham & Watkins LLP’s ‘tremendous’ employee benefits and executive compensation practice enjoys a healthy workflow of high-value M&A mandates for private equity clients and public companies in disparate sectors such as human spaceflight, telecoms, autotech, oil and gas, and biosciences. Equally diverse is the team’s jurisdictional presence; James Metz and Ashley Wagner leverage their Silicone Valley location to advise on equity compensation arrangements for unicorn companies; Laurence Seymour leads on deal work in Los Angeles; Bradd Williamson’s New York office routinely advises issuers and underwriters on the benefits plan issues of high-value IPOs; David Della Rocca is the go-to contact in Washington DC; and New York-based Austin Ozawa is a preferred name for complex tax issues. As a Title 1 expert, Ozawa is cited as ‘very smart and hardworking’, and frequently advises financial institutions or other asset managers on ERISA-compliant investment strategy.
‘Austin Ozawa is a very smart and hardworking Title 1 expert.‘
Hyundai Motor Group
T-Mobile US, Inc.
Pembina Pipeline Corporation
Energy Transfer Equity, L.P.
The Carlyle Group
Mellanox Technologies, Ltd.
Bridgepoint Advisers Limited
UGI Corporation; UGI Energy Services, LLC
Leonard Green & Partners
Kohlberg Kravis Roberts & Co. L.P. (KKR)
Spotify Technology S.A
Integrated Device Technology, Inc.
Vista Global Holding Limited
Alliance Data Systems Corporation
DXC Technology Company
- Advising Hyundai Motor Group on the $4bn autonomous driving joint venture with Aptiv.
- Advising T-Mobile on its agreement with DISH Network Corporate and Sprint Corporation to divest Sprint’s prepaid businesses and 800 MHz spectrum assets to DISH for approximately US$5 billion.
- Advised Virgin Galactic on its $1.5bn merger with Social Capital Hedosophia to create the world’s first and only publicly traded commercial spaceflight company.
- Advising Pembina Pipeline Corporation on its acquisition of Kinder Morgan Canada and the partial acquisition of the Cochin Pipeline from Kinder Morgan for $4.3bn.
- Advised Energy Transfer Equity on its acquisition of natural gas operator Energy Transfer Partners for $62bn.
Paul, Weiss, Rifkind, Wharton & Garrison LLP’s already considerable employee benefits and executive compensation bench has been further enhanced with the addition of the highly-regarded Jean McLoughlin from Davis Polk & Wardwell LLP. The partnership includes McLoughlin, Andrew Gaines and Lawrence Witdorchic, who all provide expert advice on high-value M&A transactions, Chapter 11 proceedings and corporate restructurings to global private equity funds and public companies. Of note is the team’s knowledge of securities law, tax and corporate governance issues associated with deferred compensation, equity-based benefits packages and golden parachute plans. Recent highlights involved big-ticket deals in media – including CBS Corporation’s combination with Viacom – technology, healthcare and offshore drilling. The team, based in New York, also provides advice on pension plan investment strategy (particularly regarding ERISA fiduciary compliance) to asset managers, and withdrawal liability negotiations to multiemployer pension plans.
Virtu Financial, Inc.
International Business Machines Corp.
Autokiniton Global Group
Elanco Animal Health
Smith & Nephew plc
Apollo Global Management
The Kraft Heinz Company
Ad Hoc Group of Pacific Drilling Lenders
By Light Professional IT Services LLC
KPS Capital Partners
C&D Technologies, Inc.
General Electric Company
HPS Investment Partners, LLC
Advance Publications, Inc.
Jack Cooper Ventures, Inc.
- Advised the CBS Corporation its merger with Viacom to form ViacomCBS, valued at $40bn.
- Represented IBM in its $34bn acquisition of Red Hat Inc., creating the world’s largest hybrid cloud provider.
- Represented manufacturing company Ingersoll-Rand in the merger of its industrial segment with Gardner Denver Holdings for $15bn.
- Advised Advance Publications on its acquisition of Turnitin (a provider of plagiarism detection technology) for $1.7bn.
- Advising WaveDivision Capital and Searchlight Capital Partners on their $1.3bn acquisition of the Washington, Oregon, Idaho and Montana operations of Frontier Communications, a leading provider of internet, TV and phone services.
With a particularly strong roster of private equity clients and their portfolio companies, the employee benefits and executive compensation professionals at Simpson Thacher & Bartlett LLP have strength in handling high-value M&A transactions and spin-offs, along with structuring and implementing pension plan investments. Practice head Brian Robbins, Gregory Grogan, Andrew Blau, David Rubinsky, Jeannine McSweeney and Laurence Moss – all based in New York – routinely assist with equity compensation packages, deferred and other non-qualified retirement plans, CEO succession matters and golden parachute arrangements. Robbins also leads on ERISA Title 1 and other plan asset management matters. On the West Coast, Tristan Brown’s Palo Alto desk has an impressive portfolio of technology, life sciences, entertainment and retail clients, with regular advice provided on executive compensation disclosure rules governed by the SEC, particularly in connection with IPOs.
Other key lawyers:
‘David Rubinsky pairs a deep knowledge of the issues with a practical and deal-focused approach.‘
‘Andrew Blau truly understands client needs and seems to always have the answers. He is always available and seems to be two-steps ahead of everyone else. Knowledgeable, intelligent and hardworking; all the key attributes of a lawyer.‘
The Blackstone Group
The Carlyle Group
First Reserve Corporation
Hellman & Friedman
Kohlberg Kravis Roberts & Co. (KKR)
La Quinta (now CorePoint Lodging)
Owen & Minor
Palladium Equity Partners
People’s United Bank
SeaWorld Entertainment Inc.
Silver Lake Partners
Toronto Dominion Bank
The Travelers Companies
TPG Sixth Street Partners
- Represented L3 Technologies in its $33.9bn merger of equals with Harris Corp.
- Advised Refinitiv on its $27bn acquisition by the London Stock Exchange.
- Advised First Data on its $22bn combination with Fiserv.
- Handled Blackstone’s $18.7bn acquisition of U.S. Logistics Assets from GLP.
- Handled Digital Colony and EQT Infrastructure’s $14.3bn acquisition of Zayo.
Skadden, Arps, Slate, Meagher & Flom LLP
The broad roster of clients at Skadden, Arps, Slate, Meagher & Flom LLP’s employee benefits and executive compensation practice consists of publicly-listed and private companies, benefits committees, boards of directors, high-profile executives and management teams. Regarding the latter, Palo Alto-based Joseph Yaffe represents significant senior executives in equity compensation negotiations and disclosure issues arising from spin-offs or M&A transactions in the technology and life sciences sectors. On the employer side, New York-based global practice head Regina Olshan handles the full scope of deferred compensation agreements, relevant tax issues, severance packages and all manner of stock and cash-based incentive plans. Further transactional highlights saw Erica Schohn and Joseph Penko – both based in New York – handling the benefits issues of leveraged buyouts, IPOs, corporate restructurings and hostile takeover attempts in the fintech, pharmaceuticals and insurance sectors. ERISA fiduciary responsibility advice is also supplied for pension plan investment transactions.
- Represented open source software company Red Hat in its $34bn acquisition by IBM.
- Advising Intel Corporation on the sale of its smartphone modem business to Apple.
- Represented Array BioPharma in its $11.4bn acquisition by Pfizer.
- Representing Centene Corporation in its $17.3bn merger with WellCare Health Plans.
- Handled the compensation and disclosure issues for Ryan O’Hara’s appointment as the CEO of Shutterfly.
Wachtell, Lipton, Rosen & Katz’s New York office fields some of the premier names in employee benefits and executive compensation on the market, including Jeannemarie O’Brien, Adam Shapiro and Andrea Wahlquist. The team supports a market-leading corporate practice on high-value M&A transactions, spin-offs, IPOs and bankruptcies for public companies and private equity funds.
Led by Paul Wessel, Weil, Gotshal & Manges LLP’s employee benefits and executive compensation team is a market-leader for handling big-ticket bankruptcies and restructurings, with recent mandates covering the energy, retail, electronics and automotive sectors. Wessel and Amy Rubin also enjoy a steady stream of M&A transactions for public companies, while Michael Nissan assists an impressive array of private equity funds and their portfolio clients with management compensation arrangements. Of particular note on the client list is Ontario Teachers' Pension Plan Board, one of North America’s largest institutional pension plan investors, with a focus in the fields of healthcare, pharmaceuticals, medtech, life sciences and energy. Issues pertaining to ERISA fiduciary compliance are handled by Sarah Downie. The practice is based in New York.
Brookfield Asset Management Inc.
Discovery Communications Inc.
Fidelity National Financial
Irving Place Capital
The Kroger Company
MGM Resorts International
OMERS Private Equity
Ontario Teachers’ Pension Plan
Providence Equity Partners / Providence Strategic Growth Partners
Quest Diagnostics, Inc.
Sears Holdings Corporation
Snow Phipps Group
Westinghouse Electric Co.
The Blackstone Group
The Campbell Soup Company
- Advised PG&E Corporation and Pacific Gas and Electric Company on its Chapter 11 filings involving $24bn in funded debt.
- Advised Genstar Capital on the formation of its $7bn Genstar Capital Partners IX fund.
- Advised Berkshire Partners and its portfolio companies on a suite of transactions including the recapitalization of Consolidated Precision Products and the acquisition of Teraco Data Environments.
- Handled numerous transactions for Ontario Teachers’ Pension Plan Board including the sale of its stake in Cole-Parmer Instrument Company and its $735m joint venture with Aethon Energy to acquire natural gas and oil producing properties.
- Advised Brookfield Asset Management on its $4.8bn acquisition of Oaktree Capital.
Baker McKenzie LLP’s employee benefits and executive compensation practice is a go-to name for handling multijurisdictional transactions due to an expansive global presence and its comprehensive database of share and incentive plan precedents. Most recently, Chicago-based partners Maura Ann McBreen and Christopher Guldberg advised corporate clients based in France and Germany on cross-border acquisitions which involved complex issues surrounding golden parachute excise taxes and equity-based retention agreements. Barbara Klementz’s San Francisco-based team – which also includes Denise Glagau and Victor Flores – acts as benefits counsel to a suite of technology and digital security companies; niche mandates include employee shareholder issues, employee stock purchase plan adjustments and equity award conversions associated with high-value IPOs.
Gebr. Knauf KG
- Advised pharmaceuticals company Servier on its $2.4bn cash acquisition of biotech company Shire.
- Advised Gebr. Knauf on its $7bn acquisition of USG Corporation.
- Advised Nuance on its sale of its document imaging division to Kofax.
Practice head Jeffrey Ross of Fried, Frank, Harris, Shriver & Jacobson LLP’s executive compensation practice is noted for his strong ERISA Title 1 knowledge, and routinely advises hedge funds or private equity clients on fiduciary responsibility and prohibited transaction rules for pension plan investment transactions. Ross and Donald Carleen often work in tandem with the firm’s corporate practice to restructure equity-based and deferred compensation plans, qualified retirement plans and welfare programs on M&A transactions, spin-offs and leveraged buyouts. Additionally, the team recently lent its expertise to Tradeweb Markets’ high-value IPO on the Global Select Market. Alongside a portfolio of funds and financial services clients, assistance with executive compensation negotiations is also provided to senior management teams. Ranked partner Adam Kaminsky recent left for Davis Polk & Wardwell LLP, but the firm has scooped up Jason Ertel from Paul, Weiss, Rifkind, Wharton & Garrison LLP. All named professionals are based in New York.
Jacobs Engineering Group
Global Brass & Copper Holdings
Yellow Wood Partners
Permira Advisers LLP
U.S. Security Associates
Goldman Sachs & Co.
- Acted for Jacobs Engineering Group in the sale of its ECR segment to WorleyParsons and its acquisition of KeyW Corporation. The transactions were valued at $3.3bn and $815m respectively.
- Advised Global Brass and Copper Holding on its all-cash acquisition by Wieland-Werke AG for $999m.
- Advised Tradeweb Markets on its $1.2bn IPO on the Nasdaq Global Select Market.
- Advised Goldman Sachs on a number of transactions including the acquisitions of United Capital Finance Partners and Rocaton Investment Advisors.
- Advised investment firm Wafra Inc. on its acquisition of a minority stake in Siris Capital Group.
A strong focus on highly-regulated sectors sees Hogan Lovells US LLP’s employee benefits and executive compensation team advising on a steady flow of mid- and upper mid-cap M&A transactions in the TMT and life sciences sectors; Silicone Valley-based Michael Frank and Washington DC-based Carin Carithers are the go-to names, respectively. The full breadth of equity-based compensation, qualified and non-qualified retirement, and welfare plan issues are handled by the team. Washington DC-based Kurt Lawson leads on matters pertaining to ERISA fiduciary compliance and prohibited transactions, while Martha Steinman – based in New York – often advises compensation committees, boards of directors and senior management teams on proxy disclosure and director compensation matters. Margaret de Lisser has retired from the partnership, though is still retained as senior counsel in the team.
Other key lawyers:
‘All the firm’s professionals are top-quality and deeply knowledgeable.‘
Ford Motor Company
Laboratory Corporation of America Holdings
- Advising Osiris Therapeutics on its $660m two-step merger with Smith & Nephew.
- Advised Honeywell on its €425m acquisition of warehouse automation solutions provider Transnorm for €425m.
- Advised Marvell Technology Group on its $6bn acquisition of semiconductor manufacturer Cavium.
- Advised Autodesk on its $875m acquisition of software company PlanGrid.
Expertise in representing fully ESOP-owned companies (and the private equity funds acquiring them) is a noteworthy field of expertise for McDermott Will & Emery LLP’s employee benefits and executive compensation practice, with Dallas-based Erin Turley and Allison Wilkerson assisting with mid- and large-cap acquisitions, divestitures and leveraged buyouts. Recent highlights were for clients in the healthcare and energy sectors. The team also fields significant experience in representing prominent senior executives in the insurance and financial services sectors; of note is Boston-based Andrew Liazos’ handling of multimillion-dollar exit package negotiations. Being part of a stand-alone benefits practice, as clients can take advantage of robust post-transactional support for all employee benefits issues, and practice head Todd Solomon – stationed in Chicago – is the key contact for ERISA fiduciary compliance.
‘The team is competent, diligent and works hard to solve complex or difficult transaction problems while maintaining open communication with the client and all other parties. Written communication and process documentation are extremely important and the team is excellent in this area. Last but not least, their transaction structure and document drafting and negotiating skills are exceptional. Having spent over 30 years engaging attorneys as transactional counsel, I have only met a few of this caliber.‘
‘Erin Turley has grown into a nationally respected thought leader in the ERISA/ESOP professional community. In my opinion, she is also an exceptional tax attorney. I have worked with Erin since she was an associate at the Jenkins firm. Although I have worked with Allison Wilkerson for maybe 15 years, she has a similar work ethic and professionalism. Whether representing my interest or that of a counter party, I would have no qualms working with these quality professionals.‘
Crate & Barrel
Keurig Dr Pepper
- Advised Amcor on its acquisition of packaging company Bemis for $6bn.
- Advised Ericsson on the divestiture of its MediaKind business to One Equity Partners.
- Advised chemicals company Evonik Industries on the €3bn sale of its methacrylates business to private equity firm Advent International.
- Represented insurance executive Stephen Sills in negotiating his $9m exit package upon his departure from Cap Specialty.
- Representing the executive team at Beacon Orthopaedics & Sports Medicine — comprising the chief executive officer, chief financial officer, chief human resources officer and a physician owner — in negotiating executive compensation agreements for a strategic private equity acquisition.
Through referrals from its portfolio of investment banking clients, Morgan, Lewis & Bockius LLP’s employee benefits and executive compensation offering has developed a leading practice in representing management teams and senior executives. Typical transactional work in this field sees New York-based Gary Rothstein and Philadelphia-based David Zelikoff negotiating termination and compensation agreements, including equity-based incentives. Corporate clients are fielded from sectors involving consumer goods, financial services, pharmaceuticals and technology; deputy practice leader Amy Pocino, based in Philadelphia, has also increased the firm’s presence in the manufacturing sector by handling a suite of add-on acquisitions. Further noteworthy is the team’s multiemployer plan expertise, as Pittsburgh-based Randall McGeorge advises companies with collectively bargained employees on high-risk withdrawal liability considerations. Washington DC-based Patrick Rehfield is also cited for handling proxy reporting and other SEC disclosure issues.
Apollo Global Management
Digital Bridge Holdings LLC
Management Group of Imperva Inc.
Management Team of InstaMed Holdings, Inc.
Management group of Mindbody, Inc. and management group of Apptio, Inc.
MorganFranklin Senior Management Team
Tabula Rasa Healthcare, Inc.
- Advised Apollo Global Management on its $1.1bn merger with certain investment funds managed by affiliates of Apollo and Smart & Final Stores.
- Represented the senior management team of BMC Software in KKR’s high-value acquisition of the company.
- Represented the senior executive team of IT security company Imperva in Thoma Bravo’s $2.1bn acquisition of the company.
- Represented Liberty Property Trust in the $12.6bn definitive merger agreement with Prologis.
- Represented the executive teams for technology companies Mindbody and Apptio in Vista Equity Partners’ acquisition of both companies, valued at $1.9bn each.
Located in New York unless otherwise stated, the experts at Proskauer Rose LLP’s employee benefits and executive compensation practice regularly advise on IPOs, joint ventures, corporate restructurings and high-value M&A transactions. Andrea Rattner and Washington DC-based Paul Hamburger handle the full suite of deferred and equity-based compensation and benefit plan integrations, while Ira Bogner focuses on ERISA Title 1 guidance for fund formation mandates including REITs. Also in the funds space, Michael Album and Washington DC-based Josh Miller have a notable practice handling management buyouts on behalf of founders and portfolio managers in the private equity and hedge funds fields. Album, Miller and Los Angeles-based Colleen Hart also represent senior executives in high-value transactions involving significant equity incentives and tax considerations.
Ares Management Corporation
Smart & Final Stores
Church & Dwight Co.
Los Angeles 2028 (LA28)
Ascena Retail Group
Bass Pro Shops
- Represented Ares Management Corporation in its conversion to a corporation under Delaware Law, which required a review of all executive compensation and benefits plans.
- Represented Smart & Final Stores in its acquisition by funds managed by Apollo Global Management.
- Advised LightBay Capital and Freeman Spogli & Co. on their acquisition of Fastsigns Holdings.
- Advised Church & Dwight Co. on its acquisition of the Flawless and Finishing Touch Brands.
- Advised healthcare products distributor Henry Schein on the spin-off of its Animal Health company and simultaneous merger with Vets First Choice.
Working in tandem with the firm’s corporate governance partners, Shearman & Sterling LLP’s New York-based compensation team represents private and publicly-listed companies in high-stakes negotiations concerning executive compensation (both equity-based and deferred), retention and succession arrangements. Securities expert Gillian Emmett Moldowan is the go-to name for advice on proxy disclosure rules, which is also applicable to the executive compensation aspects of capital markets transactions. Leveraging the firm’s broad international presence, practice head Doreen Lilienfeld and Kenneth Laverriere lead on large-cap, and often cross-border, M&A transactions for multinational corporate clients across sectors as diverse as financial services, consumer goods, electronics, media and pharmaceuticals. The team also acts for C-suite employees and management teams during company acquisitions and disposals.
‘They are very practical and business-related in their approach, with good technical skills and the understanding of what you are trying to do.‘
‘Ken Laverriere and John Cannon are excellent partners with very good relationship skills as well as technical knowledge.‘
The Chefs’ Warehouse
CVS Health Corporation
Dick’s Sporting Goods
- Advising defense contractor Raytheon on its pending $121bn merger with United Technologies.
- Advised Viacom on its $28bn all-stock merger with CBS Corporation.
- Advised GlaxoSmithKline on its $5.1bn acquisition of biopharmaceuticals company Tesaro.
- Acting as special counsel on PBGC matters for Ardagh Group’s merger of its Food & Specialty Metal Packaging business with Exal Corporation.
- Advised Salesforce on its acquisition of ClickSoftware.
Sullivan & Cromwell LLP
Sullivan & Cromwell LLP is routinely praised by peers for its executive compensation offering. New York-based practice heads Marc Trevino and Matthew Friestedt represent premier corporate clients in telecoms, media, entertainment, pharmaceuticals and energy during large-cap M&A transactions and joint ventures.
With a strong footprint in the private equity space, Winston & Strawn LLP’s employee benefits and executive compensation experts handle a solid stream of mid-cap portfolio acquisitions and divestitures, with New York-based practice co-chair Scott Landau and associate Maria Kenny being leading names in this space. Publicly-traded companies are also counted on the client list, with Washington DC-based David Rogers and New York-based Nyron Persaud assisting on benefit plan integrations, proxy reporting obligations and ERISA fiduciary compliance. Bill Merten heads up the ESOP practice from the Chicago office, acting for boards of directors, shareholders and trustees on management buyouts, ESOP-owned company sales, public-to-private transactions and private equity acquisitions. The team also advises on the benefits elements of high-profile CEO implementations.
‘They listen, they remember details, they connect comments and events that are interconnected and they are able to bring up items we need to know about/think about that we have not asked. The team anticipates what we need.‘
A&M Capital Advisors
Bed, Bath & Beyond
GCP Capital Partners
Hudson Hill Capital
Revelstoke Capital Partners
Rialto Capital Management
The Vistria Group
The Wicks Group of Companies
Water Street Healthcare Partners
- Represented The Wicks Group of Companies in a range of transactions including the sale of Invo Holdings to Olympic Acquisition and the sale of Gladson Group Holdings to The Jordan Company.
- Representing engineering company AECOM in the $2.4bn auction sale of its management services business.
- Representing GreatBanc Trust Company as trustee of a 35% ESOP established by a $2.5bn privately held company on the planned sale of the company.
- Advised Atlas Holdings’ portfolio company ACR II Motus Integrated Technologies on its definitive agreement to acquire Janesville Fiber Solutions.
- Advising Water Street Healthcare Partners on the sale of its portfolio company MarketLab Holding Corp.
Dechert LLP’s reputed Title 1 expert and employee benefits and executive compensation co-chair Andrew Oringer is a go-to name for clients seeking ERISA fiduciary guidance on investments of plan assets and fund formation projects. Steven Rabitz further strengthens this side of the New York-based practice; their client roster includes global investment banks, hedge funds, investment banks, asset managers and other financial institutions. Core benefits advice on corporate transactions is handled from the Chicago office by co-chair David Jones and Eric Rubin, whose typical mandates include mid-cap M&A transactions for public companies and portfolio acquisitions for private equity funds. The team’s client base predominantly consists of financial services names, although manufacturing, real estate and technology are additional fields of expertise.
Credit Suisse Securities (USA) LLC and Credit Suisse Asset Management
Court Square Capital Partners
US Ecology, Inc.
- Advised Griffon Corporation on its acquisition of home storage company ClosetMaid Corporation from Emerson Electric for $260m.
- Represented Graham Partners’ portfolio company Aerostructures Acquisition in its sale to AE Industrial Partners.
- Advised Lexmark International on the sale of its enterprise software business, which involved certain ‘look-through’ complications owing to the acquiring entity’s plan to immediately resell the business.
- Represented real estate company HFF in its definitive agreement with Jones Lang LaSalle Incorporated to acquire the client’s $2bn worth of outstanding shares.
A proactive expansion strategy has brought a number of key additions to Goodwin’s employee benefits and executive compensation practice. Previously of Stroock & Stroock & Lavan LLP, Silicone Valley-based Patrick Menasco has reinforced the team’s ERISA fiduciary and prohibited transaction knowledge, while New York-based Andrew Barton – recently acquired from Kirkland & Ellis LLP – adds strength to cash and equity-based compensation negotiations in mid-cap private equity transactions. Silicone Valley-based practice head Lynda Galligan and associate Monica Patel have a strong portfolio of technology and life sciences clients, having recently advised on high-profile IPOs in the biotechnology and ride-hailing sectors. Practice head Scott Webster, Natascha George and James Mattus are leading names in the Boston office, with particular strength in advising REITs, financial services companies and clients in the software sector.
‘Goodwin’s team has been supporting my company’s migration from private company to public company. They are very strong in preparing private companies for public company responsibilities, including benefit plans, comp benchmarking and drafting executive compensation programs.‘
‘We really enjoy working with the team at Goodwin. They are always available and are particularly good at explaining difficult tax concepts and their implications.‘
Monotype Imaging Holdings Inc.
Guggenheim Capital LLC
TIER REIT, Inc.
- Represented biotechnology company Moderna in its landmark $604m IPO.
- Advised Carbon Black on its $2.1bn acquisition by VM Software.
- Advised Syntimmune on its sale to Alexion for $2.1bn.
- Advised TIER REIT on its $7.8bn stock-for-stock combination with Cousin Properties.
- Advised Guggenheim Capital on the sale of its private equity platform to a subsidiary of GWL Realty Advisors.
Co-heading Morrison & Foerster LLP’s employee benefits and executive compensation practice from New York, Ron Aizen, Ann Becchina and Domnick Bozzetti frequently advise on high-value M&A transactions and IPOs. The team’s client base spans early-stage companies, venture capital funds, private equity houses and publicly-listed companies. As well as providing bespoke equity-based and deferred compensation advice to sophisticated technology clients, Becchina is also the firm’s go-to ERISA Title 1 and prohibited transactions expert for pension plan or investment funds clients, having taken over from the recently-retired former practice head Paul Borden.
ON Semiconductor Corporation
MedEquities Realty Trust, Inc.
Renesas Electronics Corporation
Science Applications International Corporation
ACEA Biosciences, Inc.
Main Post Partners
The Happy Planner
- Advising Sprint Corporation (and the controlling shareholder SoftBank Group) on the $59bn merger with T-Mobile.
- Representing FUJIFILM Holdings Corporation in its acquisition of Xerox Corporation’s 25% stake in FujiXerox for $2.3bn.
- Assisted ON Semiconductor Corporation with its $1.1bn all-cash acquisition of wireless communications company Quantenna Communications.
- Advised MedEquities Realty Trust on its $600m merger with Omega Healthcare Investors.
- Assisted Renesas Electronics Corporation with its $6.7bn acquisition of semiconductor manufacturing company Integrated Device Technology.
With its solid West Coast footprint including Michael Yang in Santa Monica, along with practice head Juliano Banuelos and Jason Flaherty in San Francisco, Orrick, Herrington & Sutcliffe LLP is suitably placed to handle employee benefits and executive compensation issues for clients in the technology, software, online payments and medtech sectors. Recent highlights saw the team handling portfolio acquisitions, spin-offs, IPOs and $1bn+ funding rounds, including for Europe-based unicorn companies. Other sectors of expertise include retail and financial services. Banuelos and Yang, respectively, have extensive practices in assisting public companies with proxy disclosure and tax-related matters for executive compensation packages. Flaherty provides experience representing senior management teams in company sales to private equity funds.
‘The Orrick executive compensation practice had a depth of knowledge that I haven’t found with other firms.‘
‘Juliano Banuelos stands out as an incredible partner whose intelligence always shines through. Executive Compensation is a complicated and sensitive area, and Juliano always gets the details right.‘
Varian Medical Systems
- Advising Cisco Systems on its proposed acquisition of Acacia Communications for $2.6bn.
- Assisted eye care company Alcon with its 100% spin-off from Novartis.
- Advising clothing retailer The Gap with the spin-off of its apparel brand Old Navy.
- Advised Twist Bioscience on its $70m IPO on the Global Select Market.
- Advised AI chipmaker Graphcore on its $200m Series D funding round.
Pillsbury Winthrop Shaw Pittman, LLP fields a robust team of West Coast-based employee benefits and executive compensation experts, with practice head Cindy Schlaefer in Silicon Valley, Mark Jones in Los Angeles and Marcus Wu in San Francisco. As such, the team regularly provides transactional support to clients in the technology, medtech, telecoms and renewable energy sectors, with recent highlights involving mid-cap acquisitions, spin-offs and equity investments. In New York, Peter Hunt and Jessica Lutrin provide advice on equity incentive plans and benefit plan integrations to a suite of public and private companies on high-value M&A deals, private equity investment rounds and, notably, a recent acquisition of nuclear power station assets.
BancWest Holding Inc.
BNY Mellon Corporation
Irvine Ranch Water District
MUFG Union Bank, N.A.
The Estée Lauder Companies, Inc.
Clearwater Paper Corporation
General Reinsurance Corporation
Rabbit Hole Spirits, LLC
NTT Data, Inc.
- Assisted JUUL Labs with a $2bn employee liquidity program in relation to a $12.8bn investment into the company by Altria Group.
- Advised IT company NTT Data on its acquisition of the consulting division of Cognosante.
- Represented Rabbit Hole Spirits in the sale of its majority interest in Pernod Ricard.
- Represented Holtec International — a supplier of nuclear power plant parts — in its acquisition of the Oyster Creek nuclear power station from Exelon Generation Company.
Boston-based Loretta Richard and Renata Ferrari head up Ropes & Gray LLP’s employee benefits and executive compensations practice, routinely advising multinational companies or private equity funds on benefits negotiations for fund formations, portfolio acquisitions and spin-offs. A full-service asset management offering covers the breadth of issues pertaining to ERISA Title 1 compliance. New York-based Alexandra Alperovich has a strong focus on advising private equity clients, with recent deal highlights involving strategic acquisitions in the highly-regulated healthcare sector. Washington DC-based Adam Stella is also noted for leading on the benefits issues of a large-cap public M&A deal in the biopharmaceuticals sector. Firm clients further benefit from a robust in-house team of actuaries and benefits consultants.
Kohlberg & Co.
Tribune Media Company
New Mountain Capital
CCMP Capital Advisors
- Represented H.I.G. Capital on its strategic sale of Caraustar Industries for $1.8bn.
- Advising on a suite of transactions and investments valuing $4bn for New Mountain Capital, including the sale of Convey Health Solutions to TPG Capital.
- Advised Bain Capital on the $18bn sale of Toshiba Corporation’s semiconductor business to a consortium led by the client.
- Represented oncology-focused biopharmaceuticals company TESARO on its $5.1bn sale to GlaxoSmithKline.
- Advised on the formation and operation of TSG Consumer Partners’ eight fund focused on high-growth consumer companies.
Vinson & Elkins LLP’s employee benefits and executive compensation practice has as strong focus on the oil and gas and energy sectors, solidified by a solid Texas footprint including teams led by George Gerachis in Houston and David D’Alessandro in Dallas. Routine mandates involve negotiating equity-based compensation arrangements, severance packages and the complicated tax questions of M&A, capital markets transactions and investment rounds. Dallas-based Brian Bloom is notable for handling large-cap transactions for infrastructure clients.
Other key lawyers:
Affiliates of Quantum Energy Partners and Post Oak Energy Capital
BCP Raptor Holdco, LP
Blackstone Infrastructure Partners
Brigham Minerals, Inc.
Deep Gulf Energy Companies
Flywheel Energy, LLC
Focus Financial Partners Inc.
Morgan Stanley Infrastructure Partners
Natural Resource Partners L.P.
Oncor Electric Delivery Company LLC
SailPoint Technologies Holdings, Inc.
Sumitomo Forestry America, Inc.
Talos Energy LLC
WildHorse Resource Development Corporation
- Advised Talos Energy on its $2.5bn all-stock acquisition of Stone Energy Corporation.
- Advised Blackstone Infrastructure Partners on its $3.3bn acquisition of a controlling stake in Tallgrass Energy.
- Advised Morgan Stanley Infrastructure Partners on its $1bn sale of Eureka Midstream Holdings and Hornet Midstream Holdings to EQM Midstream Partners.
- Advised Natural Resource Partners on the sale of its VantaCore Partners business segment to Sun Capital Partners for $205m.
- Represented WildHorse Resource Development Corporation in its sale to Chesapeake Energy Corporation for $4bn.
Based in New York, White & Case LLP’s employee benefits and executive compensation offering handles mid- and large-cap M&A transactions and exits for an international client base consisting of private equity funds and public companies across all sectors. Of particular note are practice head Henrik Patel, Tal Marnin, Nicholas Greenacre and Helen Levendi, who maintain cutting-edge knowledge of global employee equity practices, including complex tax questions and 409(a) deferred compensation considerations, to serve both employers and senior executive teams. Counsel Heidi Schmid has been added to the team to enhance the ERISA fiduciary and prohibited transaction services for private equity and hedge funds clients, while counsel Kenneth Barr and associate DeVoia Stewart assist the team across a full range of corporate transactions.
Other key lawyers:
- Advised Brookfield Infrastructure Group (leading a consortium of investors) on the acquisition of railroad company Genesee & Wyoming for $8.4bn.
- Representing digital advertising platform Outbrain in its merger with Taboola.
- Representing Roark Capital Group in its acquisition of fast food chain Jimmy John’s.
- Advised EchoStar Corporation on its tax-free spin-off and subsequent sale of its satellite service business to DISH Netowrk Corp. for $880m.
- Advised Pernod Ricard on its acquisition of Firestone & Robertson Distilling.
Willkie Farr & Gallagher LLP’s New York-based employee benefits and executive compensation experts often work with the firm’s top-tier insurance vertical to handle high-value M&A transactions. Practice heads Michael Katz and Jordan Messinger also advise on a steady workflow of mid-cap M&A deals and public offerings in the financial services and technology fields; the firm’s recent West Coast expansion into the Palo Alto and San Francisco markets may help to strengthen its presence in the latter. Solid experience in proxy reporting and SEC disclosure is cited, while Peter Haller is the go-to name for asset managers, investment banks and investment funds clients seeking advice on ERISA fiduciary compliance or prohibited transaction advice.
Other key lawyers:
‘This group can break down complex regulatory questions as well as anyone else, but what really differentiates them is their ability to communicate in terms of implementation and operational compliance.‘
‘Peter Haller’s knowledge of the law and appreciation for in-house operations is great! They have a particular private equity focus.‘
‘Michael Katz is a particularly talented lawyer. His technical expertise is top notch.‘
Take Two Interactive Corp.
W. R. Berkley Corporation
Aspen Insurance Holdings
Hudson’s Bay Company
Aquiline Capital Partners
- Advised Fidelity National Information Services, Inc. on its $42bn merger with e-commerce platform Worldpay.
- Advised RenaissanceRe Holdings on its agreement to acquire Tokio Millennium Re for $1.5bn.
- Advised HealthEquity on its acquisition of WageWorks for $2bn.
- Represented Victory Capital Holdings in its acquisition of USAA Asset Management Company for $850m.
- Represented AlixPartners in its acquisition of financial advisory firm Zolfo Cooper.
Headed by Gail Stewart out of the Houston office, Baker Botts L.L.P.’s employee benefits and executive compensation practice has an emphasis on advising energy, oil and gas, engineering and manufacturing clients. Routine mandates concern equity-based incentive programs, salary continuation plans and golden parachute arrangements of M&A transactions and joint ventures, while the uptick in Chapter 11 proceedings in these sectors preempted an increase in the team’s restructuring and insolvency mandates. Special counsel Laura McDaniels’ Palo Alto desk complements Stewart’s offering, where she regularly assists technology and life sciences-focused growth companies with the compensation and benefits issues – including equity-based compensation arrangements – of their IPO exits. Rob Fowler recently moved to Kirkland & Ellis LLP, with clients praising Mark Bodron’s diligence in taking over his portfolio.
‘Fields an-depth expertise on a wide range of ERISA topics and SEC matters.‘
‘Mark Bodron is easy to get a hold of and extremely knowledgeable. He understands our business, the marketplace and what is going on from a regulatory standpoint.‘
‘They are very knowledgeable, quick to respond, and pleasant to work with.‘
‘My primary contact for the last several years has been Rob Fowler, but he recently moved to another firm. Before that was even publicly known, I was personally contacted by another partner, Mark Bodron, whom I have known for 20 years or more, to assure me that he would take up anything that we had going on. Immediate access at that level is what I most value.‘
Erisa Committee of the Seventy Seven Energy Retirement And Savings Plan
Ifm Investors Limited
Equitrans Midstream Corporation
Liberty Expedia Holdings
El Paso Electric Company
Occidental Petroleum Corporation
Tallgrass Energy Holdings
Liberty Latin America
Chesapeake Energy Corporation
Special Committee of the Board of Directors Of Barnes & Noble
Carrizo Oil & Gas
- Advised Schlumberger on its acquisition of Cameron International and the associated OneSubsea joint venture.
- Advising EnLink Midstream on its merger agreement with EnLink Midstream Partners, involving 409A and 280G issues.
- Advising Vectren Corporation on its definitive merger agreement with CenterPoint Energy.
- Advising IFM Investors, an Australian investment management company, on its $10.3bn merger agreement with Buckeye Partners.
- Represented BHP Billiton in the $10.8bn sale of its interests in the Eagle Ford, Haynesville, Permian and Fayetteville Onshore US oil and gas assets to multiple buyers.
Since the recent retirement of former practice head Bruce Jocz, the key names for Bracewell LLP’s Houston-based employee benefits and executive compensation team are Scott Sanders and new practice head Matthew Grunert. The team has a focus on the energy and utilities sectors, handling high-value asset acquisitions, divestitures, joint ventures and M&A deals. Given the significant level of ongoing insolvency in the firm’s sectors of focus, it is highly experienced in Chapter 11 transactions and restructuring mandates.
Other key lawyers:
Kinder Morgan, Inc.
Cheniere Energy, Inc.
Pioneer Natural Resources Company
Par Pacific Holdings, Inc.
Blue Ridge Mountain Resources, Inc. / Montage Resources Corporation
Parsley Energy, Inc.
Pembina Pipeline Corporation
Pier 1 Imports, Inc.
- Represented Apache Corporation in its $3.5bn agreement with Kanye Anderson Acquisition Corp. to form Altus Midstream Co.
- Advised Pioneer Natural Resources on a strategic long-term service provider agreement with ProPetro Holding Corp. The transaction involved a divestiture of the client’s assets for $400m.
- Represented Upper Bay Infrastructure Partners in its acquisition of Tidewater Transportation & Terminals from Stonepeak Infrastructure Partners.
- Representing Matlin & Partners Acquisition Corporation in its $588m combination with U.S. Well Services.
- Advised Eni Petroleum on its 70% acquisition (including the operatorship) of the Oooguruk oil field in Alaska.
Cadwalader, Wickersham & Taft LLP’s employee benefits and executive compensation practice is engaged by a diverse client base of management teams, private equity houses, publicly-listed companies and big-ticket asset managers, with recognition for the firm's extensive Title 1 offering. New York-based practice heads James Frazier and David Teigman handle mid-cap M&A transactions, spin-offs and shareholder activism campaigns. The team has established a strong practice acting for high-profile CEOs and other senior executives in high-stakes compensation negotiations arising from company buyouts. Teigman also routinely advises on investment transactions which involve equity-based incentive negotiations.
‘Cadwalader is known for its strength in transactions, with a particular specialty in advising activist investors.‘
‘David Teigman is an excellent practitioner- technically strong, commercial and a lovely guy to work with.‘
Community Bank System, Inc.
Corindus Vascular Robotics, Inc.
Inteva Products, LLC
M&G Investment Management
Mantle Ridge L.P.
The management team of ASP Unifrax
Multiple Financial Institutions – Structured Note Issuance
Toronto Dominion Bank
- Represented the senior management team of ASP Unifrax in the $1.7bn buyout of the company by Clearlake Capital.
- Represented Corindus Vascular Robotics in its $1.1bn acquisition by Siemens Medical Solutions.
- Represented Mantle Ridge in its $2bn (20%) investment in food service company Aramark.
- Represented Community Bank System in the $93m acquisition of Kinderhook Bank Corp.
- Advising M&G Investment Management on its investment in methanol supplier Methanex Corporation.
DLA Piper LLP (US)’s employee benefits and executive compensation offering spans numerous offices and takes an integrated approach to working with the corporate team. Transactional support typically focuses on the middle market M&A field, with a client list including international corporates, hedge funds, private equity houses and senior management teams, with cited expertise in dealing with multiemployer plans. Chicago-based Richard Ashley is the key name for ERISA Title 1 and prohibited transaction matters, with Silicon Valley-based Cisco Palao-Ricketts commonly advising on retention strategy for spin-offs in the start-up and emerging markets scene. In Washington DC, Mark Muedeking has expertise in handling ESOP transactions, while Rita Patel recently drafted long-term incentive plans related to an IPO in the life sciences sector.
Other key lawyers:
Station Casinos (Red Rock Casinos)
Montgomery County Public Schools
Verizon Communications Inc.
New York University
Crown Corr, Inc
The Amynta Group
- Advised Liquidia Technologies on its IPO, including drafting long-term incentive plans and an employee stock purchase plan.
- Represented Maxwell Technologies in its sale to Tesla.
- Advised real estate company Crown Corr on a 100% ESOP transaction.
With a substantial California presence, Fenwick & West LLP is a trusted employee benefits and executive compensation advisor to a host of start-ups and venture capital clients in the biotechnology, life sciences, medtech and other innovative sectors, often handling complex equity compensation negotiations. Mountain View-based practice heads Scott Spector and Shawn Lampron frequently advise on the target side of high-value acquisitions, while Matthew Cantor is driving the firm's New York expansion and is the go-to name for handling IPO exits.
Other key lawyers:
‘Scott Spector is outstanding- he provides high-quality, practical advice, and is clearly knowledgeable about employee benefits and executive compensation for high-tech public companies.‘
Di-Ann Eisnor & Dror Benshetrit
- Represented Symantec Corporation in the $10.7bn sale of its Enterprise Security assets to Broadcom.
- Represented biopharmaceuticals company Loxo Oncology in its $8bn sale to Eli Lily.
- Advised Cloudera on its $5.2bn merger of equals with Hortonworks.
- Advised Shutterfly on its $2.7bn acquisition by Apollo Global Management.
- Represented cybersecurity company Proofpoint in its $120m acquisition of Meta Networks.
Gibson, Dunn & Crutcher LLP
The key contacts for Gibson, Dunn & Crutcher LLP’s employee benefits and executive compensation practice are Michael Collins in Washington DC and Stephen Fackler in Palo Alto. The full range of M&A support, tax-related advice, ERISA fiduciary compliance and golden parachute negotiations are provided to compensation committees, public companies and private equity funds.
Despite lacking an in-house corporate vertical, benefits boutique Groom Law Group advises on the employee benefits elements of a range of transactions, including company divestitures, spin-offs and de-risking exercises for defined benefit plans – with Mark Lofgren being a key contact for the latter. The team has significant expertise when advising ERISA plan fiduciaries on their Title 1 obligations for high-value investments in private equity, hedge funds and funds of funds vehicles, while Jon Breyfogle also assists plan sponsors with the closure of employer stock funds. The firm is based in Washington DC.
Other key lawyers:
American Benefits Council
Blue Cross Blue Shield
Ohio Public Employees
- Assisted a US subsidiary of a European company with the spin-off to a new subsidiary of five separate pension plans with assets totaling $14bn.
- Assisting a Fortune 500 company with the integration of qualified and non-qualified plans following a multibillion-dollar acquisition.
- Assisting a multinational client with retirement plan issues related to the divestiture of a multibillion-dollar business segment.
Holland & Knight LLP
Owing to Holland & Knight LLP’s significant expansion throughout 2018, the firm’s employee benefits and executive compensation practice has established a solid presence on the market under Miami-based practice leader Robert Friedman. Chicago-based Gregory Brown is a trusted advisor to ESOP trustees in share sales and acquisitions, while Philadelphia-based John Martini routinely advises on qualified health and welfare plan integrations for big-ticket public M&A transactions. The full scope of equity and cash-based incentive planning is provided to mid-sized and global corporate clients.
‘Best multi-disciplined team out there; peerless transaction advisory, ERISA, and tax experience.‘
City Pipe & Supply Corp.
GreatBanc Trust Company
Isagenix Worldwide, Inc.
- Advised Aetna on its proposed sale to CVS.
- Advised Allergan on executive compensation, health and welfare benefits and qualified plans issues for its merger with AbbVie.
- Advised security company Tyco on compensation and employee benefits matters for its merger with Johnson Controls.
- Represented Argent Trust Company in multiple transactions as an ESOP trustee.
- Represented Ricondo Associates in its 100% company sale to an ESOP.
Recent highlights for Hunton Andrews Kurth LLP’s employee benefits and executive compensation team involve advising on large-cap acquisitions for infrastructure-focused private equity finds, IPOs in the financial services sector, and a host of other mid-cap energy transactions. Anthony Eppert and Scott Austin lead the teams based in Austin and Dallas respectively, with expertise in deferred compensation, ERISA fiduciary compliance, equity-based compensation, severance package negotiations and ESOP transactions provided.
Stonepeak Infrastructure Partners
South Plains Financial
- Advised a private equity client on a $110m portfolio sale which involved the splitting of a 401(k) plan into two plans at closing.
- Providing ongoing advice for the integration of retirement and welfare programs to an international retailer following its 2016 merger.
- Advising a tax exempt organization on the closing and termination of its tax-qualified retirement plan.
- Advising a publicly-traded energy company on the transfer of employee benefit plans following a merger.
- Advised a private equity fund on the acquisition of a new portfolio company for $50m.
The client list of Jones Day’s employee benefits and executive compensation practice includes public and private companies and their compensation committees in the transport, construction, tobacco and packaged food sectors. The team recently advised on a number of high-value acquisitions and joint ventures. Practice heads Daniel Hagen and Evan Miller – based in New York and Washington DC respectively – have solid knowledge of the tax laws governing deferred compensation and golden parachute plans, while ERISA fiduciary training is also provided.
Reynolds American, Inc.
Timken Company, The
Peabody Energy Corporation
Conagra Brands, Inc.
- Represented diversified technology and manufacturing company LORD Corporation in its $3.7bn sale to Parker Hannifin Corporation.
- Advised Wabtec Corporation on its $11.1bn merger with GE Transportation.
- Advised Marathon Petroleum Corporation on its $23.3bn definitive merger with Andeavor.
King & Spalding LLP’s employee benefits and executive compensation practice is integrated alongside other verticals within the firm, and routinely advises on REIT transactions, bankruptcy proceedings and M&A deals in the energy or financial services sectors. Georgia-based Sam Choy and New York-based Laura Westfall provide advice on the full scope of equity-based compensation and incentive negotiations, post-transaction benefit plan integrations and tax-related questions. Plan asset managers also benefit from the team’s ERISA fiduciary expertise. Former practice head Kenneth Raskin announced his retirement in early 2020.
Institute of Nuclear Power Operations
Bob Evans Farms
Escape Games NYC
Jamestown Properties Corporation
Nature’s Bounty management team
Allen Systems Group
UMC Health System
- Advised Cogentrix Energy Power Management (a portfolio company of The Carlyle Group) on the sale of six power plants to Avenue Capital Group.
- Advised Cortland Partners on its acquisition of Pure Multi-Family REIT LP in an all-cash transaction for $1.2bn.
- Advised multinational REIT Prologis on the formation of its $880m joint venture with Ivanhoé Cambridge for the development and operation of logistics real estate in Brazil.
- Advised real estate investment manager Clarion Partners on the 51% share acquisition of Gramercy Europe.
Chicago-based partners Debra Hoffman and Ryan Liebl, and peer-praised Stephanie Vasconcellos, are the go-to employee benefits and executive compensation experts at Mayer Brown, having recently handled a suite of M&A deals and spin-offs in the insurance, fintech, consumer electronics and packaging sectors. Hoffman also structured complex employee retention programs for publicly-listed companies in the cloud-based software industry. The firm has a sophisticated ERISA fiduciary practice under Lennine Occhino, who works exclusively in this field. Occhino advises plan sponsors, investment managers and other asset managers on all matters pertaining to prohibited transactions and Title 1 compliance for their pension plan investment deals. Practice head Maureen Gorman splits her time between Palo Alto and New York.
Canadian Imperial Bank of Commerce
The Hartford Financial Group, Inc.
Rose Packing Company Inc.
- Representing The Hartford Financial Group in its $2.1bn acquisition of insurance company The Navigators Group.
- Represented Rose Packing Company in its sale to OSI Group.
- Advised financial services company Envestnet on its $500m acquisition of PIEtech.
- Advised Assured Guarantee on its $160m acquisition of BlueMountain Capital Management.
- Represented CommVault Systems in its $225m acquisition of cloud-based software company Hedvig.
Milbank’s employee benefits and executive compensation team works closely alongside the firm’s bankruptcy vertical to handle significant Chapter 11 proceedings and out-of-court restructurings, with practice heads Manan Shah and Joel Krasnow advising on go-forward employee retention and incentivization strategy. The practice recently advised on a number of high-value M&A transactions for corporate clients in the gaming, leisure, energy and infrastructure sectors, while a number of global investment funds enlisted the team to provide executive compensation advice on fund formation mandates. The team is based in New York.
Ad Hoc Committee of Creditors to FirstEnergy Solutions
Ad Hoc Committee of Secured First Lien Lenders to Fullbeauty
Official Committee of Unsecured Creditors of PG&E Corporation and Pacific Gas & Electric Company
U. S. Steel
- Advising Eldorado Resorts on its $17.3bn merger with Caesars Entertainment Corporation.
- Advised The Unsecured Creditors Committee to FirstEnergy Solutions in the company’s $3.6bn Chapter 11 proceeding.
- Advised gaming company Penn National on its $1bn acquisition of the operating assets of Greektown Casino.
- Represented a group of investors in connection with its $9bn investment in Acrisure.
- Represented First Infrastructure Capital Advisors in its acquisition of WhiteWater Midstream.
O'Melveny & Myers LLP's employee benefits and executive team recently advised on a number of high-value transactions in the TMT sector alongside an extensive list of middle-market matters in the biopharmaceuticals, entertainment and transport sectors. The full suite of deals, from cross-border mergers and spin-offs to IPOs and private equity investments, are handled by the Newport Beach-based team which includes practice head Jeff Walbridge, Chris Del Rosso and Wayne Jacobson. High-profile individuals, including hedge fund founders, also employ the practice for full-scope benefits advice.
Air Lease Corporation
Alaska Air Group
Edwards Lifesciences Corporation
Kilroy Realty Corporation
Lions Gate Entertainment
Norwegian Cruise Lines
Western Digital Corporation
- Advised telecoms equipment supplier Finisar on its sale to II-VI Incorporated for $3.2bn.
- Assisted Electronics For Imaging with its acquisition by tech-focused private equity firm Siris Capital Group for $1.7bn.
- Represented Skyworks Solutions in its acquisition of semiconductor supplier Averna Corporation.
- Advised Wi-Fi solutions company Quantenna Communications on its sale to ON Semiconductor Corporation for $1.1bn.
- Represented David A. Tepper (founder of the Appaloosa hedge fund) in his acquisition of NFL team Carolina Panthers from Jerry Richardson.
Outten & Golden LLP
By solely representing CEOs, other C-suite clients and individual portfolio managers, Outten & Golden LLP offers a conflict-free practice for senior employees in executive compensation negotiations of corporate transactions. Routine transactions include buy and sell-side private equity deals as well as public mergers and acquisitions, with recent highlights in the marketing, fashion, technology, entertainment and consumer goods sectors. The firm maintains a strong network of external tax advisors and corporate support to assist with the full scope of issues, while key individuals include practice co-heads Wendi Lazar and Katherine Blostein, both based in New York.
‘It is the most high-profile senior executive advisory team in the US, Led by The superlative Wendi Lazar.‘
‘Our main contact is Wendi Lazar. She is an exceptional lawyer with a strong intellect, a huge knowledge and interest in the law, combined with a very commercial and responsive approach. She progresses things to a good outcome for clients and is highly collaborative on transatlantic matters, when we work together for a client. The team as a whole is high caliber, responsive and a class act.‘
‘This practice is in the absolute elite group of its type.‘
‘They have an excellent team at all levels within the firm. They are well respected and fully capable in many of the critical and key areas of practice in which they operate.‘
‘Wendi Lazar is the sharpest of operators and Wayne Outten is the voice of experience.‘
Nicholas von Moltke
- Advised AnnaMaria DeSalva in her negotiation to become CEO of Hill & Knowlton Strategies, a subsidiary of WPP.
- Represented the Belinda Martinez in her retirement from Delta Dental Plan of California. The matter included issues around deferred compensation and 409A, an ERISA-governed SERP, and the negotiation of post-employment restrictions.
- Advised Teresa Bitetti in her negotiation to become the President of the Oncology Business Unit of Takeda Pharmaceutical Company. The matter included issues around indemnity protections and the negotiation of post-employment restrictions.
- Our firm advised Jerald F. Irving in his negotiation to become the Senior Managing Director, Head of Credit– North America of BGC Partners, including a full review and negotiation of terms, plans, and compensation.
- Represented Laura Michalchyshyn, the incoming co-President of Content Production and Chief Creative Officer of Blue Ant Media in negotiations of her Employment Agreement. Representation included structuring employment with the U.S. affiliate, and ensuring equity entitlements in the Canadian parent company.
Recent highlight matters for Paul Hastings LLP’s employee benefits and executive compensation practice involved private equity acquisitions of fully ESOP-owned companies (with asset classes covered under ERISA) and multijurisdictional spin-offs for high-profile public companies. Eric Keller heads the Washington DC office team, where he advises – and often acts as lead benefits counsel to – a global client portfolio consisting of hedge funds, financial institutions and conglomerates. Palo Alto-based Dan Stellenberg assists the team with all tax and securities-related questions concerning deferred compensation and golden parachute negotiations, while Stephen Harris leads the Los Angeles-based team.
Other key lawyers:
‘We regularly work with the team – especially Eric Keller – on US employee benefits matters and always find them to be very responsive and helpful.‘
‘Eric Keller is technically sound but also commercial and succinct in his advice. He is very responsive and always turns work around quickly.‘
Sony Corporation of America
E. & J. Gallo Winery
Multimodal Engineering Corporation
Securities Institute and Financial Management Association
Ford Motor Company
Sagicor Financial Corporation
- Advised Lotus Midstream on its acquisition of the Centurion pipeline system and a southeast New Mexico crude oil gathering system from Occidental Petroleum Corporation for $1bn.
- Advised Credit Suisse as lead arranger of a $415m credit facility to Isagenix Worldwide to fund the formation of the Isagenix Worldwide ESOP.
- Represented financial services company Sagicor Financial Corporation in its sale to Alignvest for $536m.
- Advised construction company DBM Global (a subsidiary of HC2 Holdings) on its equity purchase of GrayWolf Industrial for $135m.
Sidley Austin LLP
Key names for Sidley Austin LLP’s employee benefits and executive compensation practice are Chicago-based Beth Dickstein and Matthew Johnson, who provide transactional support on corporate M&A, corporate restructurings and ESOP transactions. The full scope of support on proxy disclosure and SEC filings is also provided.
Vedder Price's Chicago-based employee benefits and executive compensation team recently advised on a suite of lower- to mid-cap M&A transactions in the manufacturing, aviation and healthcare sectors, as well as larger-scale mergers in the financial services sector. Practice head Christopher Collins, Thomas Desmond and Kelly Starr regularly represent public companies, management teams, compensation committees and individual executives in deferred compensation, equity-based compensation and severance package negotiations. Daniel Lange is noted for his expertise in representing buyers, sellers and management teams in transactions involving ESOP-owned companies.
Byline Bancorp, Inc.
ArcelorMittal USA LLC
Central Steel & Wire Company
Huron Consulting Group
Coaching Right Now
Hewlett Packard Enterprise Company
Thompson Pipe Group
- Advised MB Financial on its $4.3bn merger with Fifth Third Bancorp.
- Advised Central Steel & Wire company on its $150m sale to Ryerson.
WilmerHale’s employee benefits and executive compensation offering has a healthy portfolio of clients in cutting-edge sectors such as life sciences, biotechnology and fintech, with a focus on advising early-stage companies on mid-cap M&A transactions. The Boston-based team includes practice head Kimberly Wethly and Amy Null, while Scott Kilgore and recently made-up partner Ciara Baker are key contacts in Washington DC. Complex tax questions regarding retention strategy and equity-based compensation strategies inherent in the emerging markets are particular fields of expertise for the team.
Corvia Medical, Inc.
Exonics Therapeutics, Inc.
Micro Focus International
MKS Instruments, Inc
Rudolph Technologies, Inc.
Thermo Fisher Scientific Inc.
Trevi Therapeutics, Inc.
Vail Resorts, Inc.
- Representing Acacia Communications in its acquisition by Cisco Systems for $2.6bn.
- Represented Trevi Therapeutics in its $55m IPO.
- Advised MKS Instruments on its $1bn acquisition of Electro Scientific Industries.
- Represented Exonics Therapeutics — a company focused on transformative gene editing therapies — in its acquisition by Vertex Pharmaceuticals for $1bn.
- Advising Vail Resorts on its definitive merger agreement with Peak Resorts.
Brian Jebb heads up Allen & Overy LLP’s integrated benefits and employment practice from New York, where he focuses on outbound M&A deals alongside spin-offs and IPOs for global clients. Of particular note is the team’s expertise handling multijurisdictional employee benefits restructuring programs. The team also cites expertise in ERISA fiduciary issues for benefit plan asset investments.
Algeco Scotsman/Target Hospitality
- Advised Thomson Reuters on the multijurisdictional employee benefits restructuring of its majority stake sale in Global Financial & Risk to a consortium led by Blackstone Group.
- Advised Hitachi on its $1.4bn acquisition of JR Automation Technologies.
- Advised Algeco Scotsman on its $1.3bn sale of Target Logistics Management and RL Signor Holdings to Platinum Eagle Acquisition Corp.
- Advised industrial packaging company Greif on its acquisition of Caraustar from H.I.G. Capital for $1.8.
Recent transactions for the employee benefits and executive compensation team at Baker & Hostetler LLP involved disposals of ESOP-owned companies, as well as the representation of senior executives and management teams in the sale of their businesses. The practice is headed up by Cleveland-based Raymond Malone and Columbus-based Georgeann Peters, who also handle de-risking transactions aimed at reducing pension liabilities.
ZF Active Safety and Electronics US
The Boston Herald
Health Transformation Alliance
Parker Hannifin Corporation
Huntington National Bank
The E.W. Scripps Company
Medical Mutual of Ohio
Trinity Health Corporation
Kaiser Permanente/Kaiser Foundation Health Plan
Gannett Company, Inc.
Chesapeake Utilities Corporation
TRW Automotive U.S. LLC
American Automobile Association
- Assisted The E.W. Scripps Company with a de-risking strategy involving a suit of transactions.
- Advised TRW Automotive on plan consolidations following its merger with VZ Friedrichshafen.
Choate, Hall & Stewart’s Boston-based employee benefits and executive compensation team is closely aligned with the firm’s tax practice. As such, it is suitably placed to advise on the securities and tax-related issues of equity compensation programs, retention and severance packages, and deferred compensation negotiations during M&A transactions. Recent highlights saw Wells Miller advising on deals in the consumer products, management services, healthcare, technology and media sectors.
Genesis Investment Management
PanAgora Asset Management
- Advised New Heritage Capital on its investment in Welcome Dairy Holdings.
- Represented Maine Pointe in its sale to SGS North America.
- Represented Rodeo Dental Texas in its sale to Bain Capital Double Impact.
- Represented Syntax Systems — a portfolio company of Novacap — in its acquisition of German IT services company Freudenberg IT.
- Assisted Sverica Capital Management with its acquisition of marketing companies Stream Companies and Boost ad Network.
Clifford Chance’s employee benefits and executive compensation practice is headed by New York-based Howard Adler, who advises on equity compensation and pension plan terminations in the context of M&A transactions. Given the global reach of the firm, clients are often premier multinational names in private equity and financial services. A solid ERISA fiduciary practice is provided to asset managers, with recent matter highlights involving third-party mortgage securitization programs and the establishment of cross-border REIT platforms.
Benefit Street Partners
Credit Suisse Asset Management, LLC
Deutsche Alternative Asset Management (Global)
J.P. Morgan Securities LLC
National Titanium Dioxide Company (Cristal)
- Advising Europcar Mobility Group on its acquisition of Fox Rent A Car for a combination of cash and shares.
- Advised Bermuda-based energy company Ascendant on its sale to Algonquin Power & Utilities Corporation for $433m.
- Advised Textron and its subsidiary TRU Simulation + Training on its joint venture with FlightSafety International to provide aviation training solutions.
- Advised OpCapita on its majority stake acquisition of retail chain Maurices from its parent company Ascena Retail Group.
- Advised financial services firm Cantor Fitzgerald on its real estate investment joint venture with Silverstein Properties.
The employee benefits and executive compensation team at Dentons provides M&A support concerning deferred compensation arrangements, equity-based incentives, employee stock purchase plans and relevant tax issues. Practice head Martin Moderson, Michael Maryn and Katharina Babich – who are all based in Kansas City – provide expertise on ESOP transactions and ERISA fiduciary compliance to a client roster of private equity funds and corporate clients in the retail, manufacturing, healthcare and asset management industries.
Veraction Holding Corporation
- Assisted Verity Hospital System with terminating its pensions plan and negotiating a settlement with the PBGC following its bankruptcy.
- Assisted The Blackstone Group with a multijurisdictional employment due diligence for a $116m acquisition.
- Advised South Korean retail chain e-mart on its $275m acquisition of Good Food Holdings.
Corporate clients in the healthcare, manufacturing, financial services, mining and oil and gas sectors engage the Haynes and Boone, L.L.P. employee benefits and executive compensation practice on high-value divestitures, acquisitions, and asset spin-offs. Recent transactions saw Dallas-based practice head Susan Wetzel and Houston-based Jesse Gelsomini handling cross-border equity compensation arrangements, health and welfare plan amendments and transfers of retirement benefits from a group health plan to a health reimbursement arrangement.
Other key lawyers:
‘I believe the team at Haynes & Boone sincerely have our company’s best interests in mind at all times. They provide prompt and reliable legal advice and counsel and they never treat a question or legal matter as trivial or minor. They are strong in their knowledge of ERISA matters.‘
‘Jesse Gelsomini, Brian Giovannini, Kathie Curry and Renee Harkrider make up the team that I work closely with. They have been working with my company for over twenty years. They know the background and the company’s philosophy. They are accessible and genuinely concerned for the company.‘
CSW Industrial, Inc.
Harland Clarke Corporation
HMS Holdings Corp.
Paycom Software, Inc.,
Performance Food Group, Inc.
Trinity Industries, Inc.
Tuesday Morning Corporation
- Advised financial solutions platform Blucora on its acquisition of 1st Global.
- Advised KMG Chemicals on its $1.6bn cash and stock sale to Cabot Microelectronics Corporation.
- Represented Landry’s in its acquisition of Del Frisco’s Restaurant Group from private equity firm L. Catteron for $330m.
- Assisted an oil and gas exploration company with the transfer of retiree medical benefit coverage from a group health plan to a private healthcare exchange.
Sectors of focus for Jenner & Block LLP’s employee benefits and executive compensation practice include aerospace, defense, manufacturing, healthcare and other highly-regulated industries. The Chicago-based team, which includes practice head Matthew Renaud, Raymond Sinnappan and Sarah Haddy, focuses on advising public companies and senior executives in M&A transactions in the mid- and lower-middle market, while ERISA fiduciary compliance advice is also cited. Further noteworthy is the team’s representation of retiree committees in insolvency proceedings and its handling of high-value group annuity purchases and other pension de-risking transactions.
Budd E&A VEBA Retiree Committee
General Dynamics Information Technology
General Dynamics Mission Systems
General Dynamics Corporation
Baxter International Ye
- Represented the 1114 Retiree Committee in the bankruptcy of The Budd Company.
- Represented Baxter International in the transfer to an insurance company of future benefit obligations of the client’s pension plan.
- Represented General Dynamics in the partial divestiture of its IT-services arm to Comtech NextGen.
- Represented General Dynamics Mission Systems in its acquisition of Deep Learning Analytics.
- Represented publicly traded snack food business Snyder’s-Lance in its acquisition by Campbell Soup.
Stroock & Stroock & Lavan LLP
Financial restructuring is a particular field of expertise for New York-based Stroock & Stroock & Lavan LLP’s employee benefits and executive compensation practice, with Austin Lilling negotiating high-stakes compensation arrangements and retiree benefits for distressed companies. The team often supports a suite of financial institutions with benefits modifications linked to debt issues. Though Patrick Menasco departed the firm for Goodwin, the recent acquisition of David Olstein from Groom Law Group has bolstered the team’s capacity to advise financial institutions and asset management firms on ERISA fiduciary and prohibited transaction matters.
JPMorgan Chase Bank
JP Morgan Investment Management Inc.
ArcLight Capital Partners LLC
RockFence Capital LLC
- Advised Ultimate Software on its $11bn definitive merger agreement to be acquired by an investor group led by Hellman & Friedman.
- Lead benefits counsel for JPMorgan Chase Bank’s $5.5bn credit facility to fund PG&E Corporation and Pacific Gas and Electric Company’s bankruptcy process.
- Represented an ad hoc group holding 65% of Monitronics International’s unsecured notes in connection to the company’s voluntary Chapter 11 bankruptcy proceeding.
- Advised the second lien lenders in an out-of-court restructuring transaction of Animal Supply Company totaling $275m. The transaction involved the implementation of a bespoke executive management incentive plan.
- Advised an ad hoc group holding 90% of JAKKS Pacific’s unsecured convertible notes on a recapitalization of the company’s balance sheet. The transaction involved the modification of executive compensation arrangements.