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Employee benefits, executive compensation and retirement plans: transactional in United States

Cleary Gottlieb Steen & Hamilton

Led by Michael Albano, the New York-based team at Cleary Gottlieb Steen & Hamilton is recognized for its extensive expertise in assisting an established client portfolio of private equity firms and public and private companies with the employee benefits and executive compensation aspects of high-value M&A transactions. Counsel Mary Alcock provides advice to financial institutions and Fortune 500 companies on disclosure requirements, tax-related issues, ERISA compliance and dealings with the Department of Labor on exemption applications. In August 2020 Arthur Kohn departed for an in-house role at Citi, and in February 2021 Kathleen Emberger moved to the New York office of Faegre Drinker Biddle & Reath LLP.

Practice head(s):

Michael Albano

Other key lawyers:

Mary Alcock

Key clients

3M Company

Alphabet/Google

América Móvil

American Tower

ArcelorMittal

Astound Broadband

Cascade Investment LLC

Euronext N.V.

International Flavors & Fragrances

McCormick & Company

National Amusements

Saint-Gobain

Sotera Health Company

Tech Data

Warburg

Work highlights

  • Advising Sotera Health on its $1.2bn IPO.
  • Representing Astound Broadband in its $8.1bn sale to Stonepeak Infrastructure Partners.

Cravath, Swaine & Moore LLP

Cravath, Swaine & Moore LLP's team is 'very solutions oriented, very practical and extremely competent. They are extraordinarily responsive, and get it all done in a world-class manner'. Despite its modest size, the practice, headed by Eric Hilfers, has an excellent reputation for advising household name corporations on prominent, large-cap M&A transactions. Corporate clients are drawn from sectors including entertainment, telecoms, pharmaceuticals, retail and energy. Jennifer Conway and Jonathan Katz bring expertise in negotiating executive employment and severance agreements as well as in the implementation of cash and equity-based compensation agreements. The group is also recognized for advising high-profile senior management teams throughout corporate transactions. Proxy disclosure, securities and tax-related matters are also included in the team's workload. Named individuals are based in New York.

Practice head(s):

Eric Hilfers

Other key lawyers:

Jonathan Katz; Jennifer Conway

Testimonials

Eric Hilfers is extremely knowledgeable, responsive and focused on solving problems in practical ways‘.

Key clients

Avon

Disney

IBM

Johnson & Johnson

Just Eat Takeaway.com

Lindsay Goldberg

Mylan

Peugeot

US Foods

Viacom’s Transaction Committee of the Board

Work highlights

  • Advised pharmaceutical company Mylan on its $50bn merger with Upjohn, a division of Pfizer, which created global pharmaceutical company Viatris.
  • Advised Johnson & Johnson on its $6.5bn acquisition of Momenta Pharmaceuticals.
  • Assisted private equity firms Lindsay Goldberg and American Securities with the $2.4bn acquisition of the Management Services business from engineering company AECOM.

Davis Polk & Wardwell LLP

Jeffrey Crandall heads up Davis Polk & Wardwell LLP’s executive compensation practice. The group is very well known for its expertise in assisting a solid client roster of prominent private equity and public companies spanning the financial services, manufacturing, pharmaceuticals, electronics, energy and transport sectors with IPOs and high-value M&A transactions. Title 1 expert Veronica Wissel regularly assists investment banks and asset managers with ERISA-compliant investment strategies. Kyoko Takahashi Lin advises compensation committees and individual executives on devising equity-based compensation arrangements, deferred compensation programs and severance plans, and also advises on securities and tax-related issues. Washington DC-based Adam Kaminsky has expertise in advising on the executive compensation aspects of private equity transactions, including negotiating individual compensation packages for the executives of portfolio companies with private equity sponsors. Apart from Kaminsky, all named attorneys are based in New York. Edmond FitzGerald moved into a senior counsel role at the end fo 2020.

Practice head(s):

Jeffrey Crandall

Other key lawyers:

Veronica Wissel; Adam Kaminsky; Kyoko Takahashi Lin; Edmond FitzGerald

Debevoise & Plimpton LLP

Debevoise & Plimpton LLP’s employee benefits and executive compensation practice primarily operates from the firm's office in New York. Led by Jonathan Lewis, the team regularly assists a solid client roster of private equity firms and investment funds with big-ticket M&A transactions. Meir Katz is a 'great collaborator and negotiator', who has noted expertise in advising clients on equity-based incentive compensation programs. Franklin Mitchell is a key contact for assisting both investment fund sponsors with ERISA-compliant investment strategies and financial services entities with ERISA fiduciary responsibility matters. Also recommended is Lawrence Cagney, a leading figure in the market.

Practice head(s):

Jonathan Lewis

Other key lawyers:

Lawrence Cagney; Meir Katz; Franklin Mitchell

Testimonials

Strategy planning, market knowledge, and great negotiation skills‘.

Very commercial and able to represent our firm well with counterparties, particularly in situations that are very personal to the other side and often become emotional‘.

‘Accessible and easy to work with. I felt that they always had my best interests at heart’.

Meir Katz is easy to work with and pragmatic‘.

Key clients

Cohen Private Ventures

Global Atlantic Financial Group

Warner Music Group

Gogo, Inc.

BMO Financial Group

Verizon Communications, Inc.

NaviHealth Holdings, LLC

Third Point Reinsurance, Ltd.

JAB Holdings BV

D.E. Shaw & Co., LP

The Walt Disney Company

TPG Capital LLC

Morgan Stanley Capital Partners

Prudential Financial Inc.

Elliott Management Corporation

Work highlights

  • Advised Steven Cohen and Cohen Private Ventures on the $2.4bn acquisition of the Major League Baseball team, the New York Mets, from Sterling Equities and the Wilpon and Katz families.
  • Acting for retirement and life insurance company Global Atlantic Financial Group in a $4.4bn strategic transaction where KKR & Co. Inc. will acquire all of the client’s outstanding shares.
  • Advised Warner Music Group on its $1.9bn IPO.

Kirkland & Ellis LLP

Kirkland & Ellis LLP’s employee benefits and executive compensation practice has an excellent reputation for advising energy and oil and gas clients on high-profile, high-value M&A transactions. The team is also recognized for its strength in advising on headline restructuring mandates, with New York-based Scott Price and Stephen Jacobson in Houston being retained to assist with the executive compensation aspects of Chapter 11 proceedings. In Chicago, Michael Falk routinely advises on deferred compensation, incentive and equity plans, including issues under the 409A code, while Alexandra Mihalas focuses on the ERISA aspects of major transactions.

Practice head(s):

Michael Falk; Scott Price

Other key lawyers:

Matthew Antinossi; Stephen Jacobson

Key clients

Bristol-Myers Squibb Company

Chesapeake Energy Corporation

GrubHub

Whiting Petroleum Company

Apergy Corporation

NOVA IWSG Holdings, LLC

Linden Capital Partners

Thomas H. Lee Partners

Nexstar Media Group, Inc

SK Capital Partners

Latham & Watkins LLP

Latham & Watkins LLP’s bicoastal employee benefits and executive compensation practice has established strength in advising public companies and private equity firms on high-profile, high-value M&A transactions, and also has equal capabilities in handling headline IPOs. Market leader Bradd Williamson in New York is is a contact in this regard. Restructuring mandates have also been prominent in the team's recent caseload. Also recommended in New York is Austin Ozawa, who has expertise in Title 1 matters, while, in Washington DC, David Della Rocca acts as primary benefits counsel to clients including The Carlyle Group. Los Angeles-based Laurence Seymour and James Metz in Silicon Valley are key contacts on the West Coast.

Practice head(s):

Bradd Williamson; David Della Rocca

Other key lawyers:

Laurence Seymour; James Metz; Austin Ozawa; Julie Crisp

Key clients

Aon

Leonard Green & Partners

The Carlyle Group

Hyundai Motor Group

Intuit

T-Mobile

Virgin Galactic

Digital Realty Trust

Postmates, Inc.

Momenta

Endeavor

LogMeIn

Honey Science Corporation

Insomniac Games, Inc.

Sasol

William Lyon Homes

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Paul, Weiss, Rifkind, Wharton & Garrison LLP’s executive compensation practice is jointly led from New York by Jean McLoughlin, Andrew Gaines and Lawrence Witdorchic, who are active in high-value M&A transactions, most recently on deals in the healthcare, media, technology, hospitality and financial services sectors. The group has notable strength in assisting with tax and securities-related issues pertaining to equity-based benefits and deferred compensation packages. Additionally, the team lends its expertise to restructuring matters, withdrawal liability issues and pension plan investment strategies.

Practice head(s):

Jean McLoughlin; Andrew Gaines; Lawrence Witdorchic

Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP advises a healthy roster of private equity funds, their portfolio companies and corporate clients on the employee benefits and executive compensation considerations of high-value M&A transactions and IPOs. Practice head Brian Robbins routinely advises on ERISA Title 1, deferred compensation and severance packages, while Gregory Grogan has notable expertise in assisting boards of directors with CEO succession matters. Laurence Moss is a name to note for leveraged buyout transactions. Andrew Blau, Jeannine McSweeney and David Rubinsky regularly advise on deferred and other non-qualified retirement plans, retention agreements, and securities and tax-related issues. In the Palo Alto office, Tristan Brown has noted strength in advising private equity funds and companies in the technology, retail, entertainment and financial services sectors on a wide spectrum of executive compensation issues, particularly on SEC-governed disclosure rules connected to IPOs. Apart from Brown, all named lawyers are based in New York.

Practice head(s):

Brian Robbins

Other key lawyers:

Gregory Grogan; Andrew Blau; David Rubinsky; Laurence Moss; Jeannine McSweeney; Tristan Brown

Key clients

AEA Investors

Alibaba Group

AMP Capital

Ant Financial

Apax Partners

The Blackstone Group

BlackRock LTPC

BMC Stock Holdings

BorgWarner

BrightView

The Carlyle Group

CBRE

Centerbridge Partners

Corsair Capital

Daiichi-Sankyo

Dell Technologies

EQT Partners

First Reserve Corporation

Grocery Outlet

Harsco

Hellman & Friedman

Hilton Worldwide

Ingersoll Rand

Johnson Controls

JPMorgan Chase

Kohlberg Kravis Roberts & Co.

KSL Partners

Laureate Education

Lightyear Capital

Lindsay Goldberg

Mars, Incorporated

Masonite

Mass Mutual

Melrose Industries

Meridian Capital

Microsoft Corporation

Nielsen Holdings

NN, Inc.

Northwood Investors

Owen & Minor

Palladium Equity Partners

Patricia Industries

People’s United Bank

PetSmart

PPD, Inc.

PPL Corporation

SeaWorld Entertainment Inc.

Silver Lake Partners

Stonepeak Infrastructure Partners

StonePoint Capital

Teleflex Inc.

Toronto Dominion Bank

TPG Sixth Street Partners

USAA

Vivint Smarthome

Vivint Solar

Walgreens

Weight Watchers

Yaego Corporation

Skadden, Arps, Slate, Meagher & Flom LLP

The employee benefits and executive compensation experts at Skadden, Arps, Slate, Meagher & Flom LLP are regularly involved in high-value M&A transactions and spin-offs working in conjunction with the firm's corporate group. Global practice head Regina Olshan has established expertise across the spectrum of deferred compensation agreements, severance packages, relevant tax aspects and securities matters. Erica Schohn is a key contact for 409A questions, and Joseph Penko is very experienced in handling severance and retention plans, equity-based incentive programs and non-qualified deferred compensation plans. Palo Alto-based Joseph Yaffe has an established track record in advising senior executives on equity compensation negotiations relating to prominent M&A transactions in the technology sector. Named lawyers are based in New York unless stated otherwise.

Practice head(s):

Regina Olshan

Other key lawyers:

Joseph Penko; Joseph Yaffe; Erica Schohn

Wachtell, Lipton, Rosen & Katz

The New York-based employee benefits and executive compensation practice at Wachtell, Lipton, Rosen & Katz is well known for advising private equity managers and public companies on IPOs, high-value M&A transactions, spin-offs, and bankruptcies and restructurings. Jeannemarie O’Brien, Adam Shapiro and Andrea Wahlquist are highly regarded practitioners in this space.

Weil, Gotshal & Manges LLP

Based in New York, Weil, Gotshal & Manges LLP fields an employee benefits and executive compensation team with an excellent reputation for handling big-ticket M&A transactions, restructurings and bankruptcies. Recent highlights were for clients in the retail, financial services, manufacturing, energy and electronics sectors. Practice head Paul Wessel and Amy Rubin are well known for their expertise in handling the executive compensation issues of M&A, restructurings and IPOs, while Sarah Downie assists a roster of private fund sponsors with ERISA fiduciary compliance and prohibited transaction matters. Also recommended are Michael Nissan, a go-to name for advising private equity funds and their portfolio clients with management compensation arrangements, and Jennifer Britz, who focuses on issues pertaining to equity and incentive compensation plans and severance agreements.

Practice head(s):

Paul Wessel

Other key lawyers:

Amy Rubin; Sarah Downie; Michael Nissan; Jennifer Britz

Key clients

24 Hour Fitness

Advent International Corporation

AK Steel Corporation

Apergy Corporation

Black Knight, Inc.

Briggs & Stratton

Brookfield Asset Management

Brooks Brothers

Campbell Soup Company

ChargePoint, Inc.

Churchill Capital Corp III

Cornell Capital

Culligan International Company

Eli Lilly and Company

EQT Infrastructure

Exide Technologies

Fiera Infrastructure Inc.

Fortress Value Acquisition Corp.

Froneri International Limited

Genstar Capital

The Gores Group

Graycliff Partners

J. Crew Group

Lee Equity Partners

Legg Mason, Inc.

Maxim Integrated Products, Inc.

PG&E

Sanofi S.A.

SiriusXM

Speedcast International, Inc.

Topgolf International, Inc.

TPG

Willis Towers Watson PLC

WPX Energy, Inc.

Work highlights

  • Advising Maxim Integrated Products on its $21bn acquisition by Analog Devices.
  • Advising Gores Holdings IV on its $16.1bn business combination with United Wholesale Mortgage.

Baker McKenzie LLP

At Baker McKenzie LLP, recent highlights for the employee benefits and executive compensation practice saw San Francisco-based practice co-chair Barbara Klementz and Chicago-based Aimee Soodan advising AbbVie and Allergan on post-acquisition integration matters involving the integration of Allergan's employees into AbbVie's equity compensation programs following AbbVie's $63bn acquisition of Allergan. Also recommended in the San Francisco office are Victor Flores and Denise Glagau, who have been kept busy handling spin-off and IPO mandates. Practice co-chair Maura Ann McBreen, based in the Chicago office, has i recommended for advising C-suite employers and executives on various compensation matters.

Practice head(s):

Barbara Klementz; Maura Ann McBreen

Other key lawyers:

Denise Glagau; Victor Flores; Aimee Soodan

Key clients

AbbVie

Allergan

Bayer AG

Lundbeck

Ingersoll-Rand plc

Fried, Frank, Harris, Shriver & Jacobson LLP

Based in New York, Fried, Frank, Harris, Shriver & Jacobson LLP’s executive compensation team has been increasingly active in work relating to the healthcare sector. Recent highlights included practice head Jeffrey Ross advising CVS Health on the sale of Coventry Workers’ Comp Services to Mitchell | Genex; the group has also been kept busy handling mandates from financial services, technology and private equity spheres. Another key figure in the transactions-focused team is Donald Carleen, who advises on the structuring of severance, executive employment, and equity-based arrangements relating to M&A transactions. Jason Ertel is a key name for advising asset managers on ERISA compliance and fiduciary matters, as well as 409A deferred compensation issues.

Practice head(s):

Jeffrey Ross

Other key lawyers:

Donald Carleen; Jason Ertel

Key clients

1-800 Contacts Inc.

AEA Investors

Catalent, Inc.

CVS Health

Tech Data Corporation

Leidos

The Menarini Group

New Mountain Capital

Onex Corporation

Orix Corporation

Permira Advisers

RedBird Capital Partners

Simon Properties Group

SPX Flow

Humana Inc.

Goldman Sachs & Co.

Informatica

Ascential plc

Work highlights

  • Advised CVS Health on its acquisition of the retail and specialty pharmacy business of Midwest-based grocery chain Schnuck Markets.
  • Advised private equity firm AEA and online contact lens retailer 1-800 Contacts on the $3bn acquisition of the latter by investment firm KKR.

Hogan Lovells US LLP

Hogan Lovells US LLP's 'highly professional' team is rated by clients for 'the level of detail and thoroughness they provide on employee benefits matters'. The practice is highly regarded for its strength in handling matters in highly regulated sectors, notably in life sciences and TMT; M&A and transactions specialist Michael Frank in Silicon Valley is a key name in this area. In New York, Martha Steinman is noted for handling director and executive compensation issues and proxy disclosure matters for boards of directors, senior management teams and compensation committees; while Washington DC-based Kurt Lawson is recognized as a 'stellar legal adviser'.

Practice head(s):

Michael Frank; Kurt Lawson; Martha Steinman

Other key lawyers:

Carin Carithers; Meg McIntyre

Key clients

Dell Technologies

American Institutes for Research in the Behavioral Sciences

Arm Limited

Dialog Semiconductor

SB One Bancorp

KBR, Inc.

Greystar Real Estate Partners, LLC

Intel

Marvell

PVH

Work highlights

  • Advising Marvell on its pending $9bn acquisition of data movement company Inphi.

McDermott Will & Emery LLP

Recent highlights for McDermott Will & Emery LLP's 'responsive and dedicated’ employee benefits and executive compensation team included assisting technology company Aura with long-running benefits issues arising from a M&A transaction, including a subsequent company rebrand and spin-offs; Boston-based Andrew Liazos led on this matter. The firm has notable strength in ESOP transactions, an area where Erin Turley (an 'outstanding partner') and the 'dedicated' Allison Wilkerson, both based in the Dallas office, are key contacts. The client portfolio also includes financial services entities and private equity firms. Chicago-based practice head Todd Solomon is recommended for advising public and private companies and tax-exempt entities on ERISA fiduciary compliance matters.

Practice head(s):

Todd Solomon

Other key lawyers:

Andrew Liazos; Erin Turley; Allison Wilkerson

Testimonials

We place high value on the depth of McDermott’s team‘.

They’re the most responsive firm I’ve worked with. At the very longest we get a same-day response, and many times it’s within the hour. Just outstanding to work with’.

Allison Wilkerson conveys a sense of confidence that reduces anxiety – a subject matter expert‘.

Key clients

Amcor

BDO

Diamondback Energy

Ericsson

Evonik Industries

Gerresheimer Glass

ICBC

Liberty Mutual

Tetra Tech

Trinity Industries

Work highlights

  • Advised ESOP-owned MAP Communications on its acquisition of Stericycle’s North American telephone answering services business.

Morgan, Lewis & Bockius LLP

The team at Morgan, Lewis & Bockius LLP has notable strength in acting for senior executives and management teams, and is retained by a client roster of corporate clients in the construction, consumer goods, financial services, technology, retail and energy sectors. Recent highlights for the employee benefits and executive compensation team included New York-based Gary Rothstein leading advice to a global financial consulting firm and its senior executive team on its $4.2bn sale by a private equity firm to a consortium led by Stone Point Capital and Further Global. In Pittsburgh, Randall McGeorge is a key name for multi-employer plan matters, with a core focus on withdrawal liability issues.

Practice head(s):

Craig Bitman; Amy Pocino Kelly

Other key lawyers:

Gary Rothstein; Randall McGeorge; Ryan Montgomery

Key clients

Management Team of Genesee & Wyoming

Vertiv Group Corporation

Maersk, Inc.

Macquarie Capital Group

Management Group of Brinker Capital

Compensation Committee of Fiserv Inc.

Work highlights

  • Represented the senior management team of cyber security software company McAfee in its $8.6bn IPO.

Proskauer Rose LLP

Proskauer Rose LLP fields a deep bench of employee benefits and executive compensation experts, who enjoy a healthy workflow of corporate restructurings, high-value M&A transactions, joint ventures and IPOs. The team is also noted for advising CEOs and other senior executives on a broad range of executive compensation issues; contacts in this regard are Michael Album, Washington DC-based Joshua Miller and Colleen Hart in the Los Angeles office. Andrea Rattner has experience across the spectrum of equity-based and deferred compensation and benefit plan matters, and Ira Bogner handles ERISA fiduciary issues relating to private fund formations. Paul Hamburger is a highly respected senior partner in the team. Named lawyers are based in New York unless stated otherwise.

Practice head(s):

Paul Hamburger; Robert Projansky

Other key lawyers:

Andrea Rattner; Joshua Miller; Michael Album; Colleen Hart; Ira Bogner

Shearman & Sterling LLP

Shearman & Sterling LLP's New York-based compensation team is headed up by Doreen Lilienfeld, who recently advised telecoms company TELUS International on matters relating to its $935m definitive share purchase agreement to acquire data annotation platform Lionbridge AI. Large-cap M&A transactions, often with cross-border elements, remain a cornerstone strength for the group, with corporate clients drawn from sectors including financial services, technology, retail, manufacturing and media. On the executive compensation side, Gillian Emmett Moldowan assists boards of directors, executives and investors with proxy disclosure rules, deferred compensation programs, equity-based incentive compensation, and severance and retention arrangements; she also has noted expertise in securities-related issues. John Cannon is recommended for advising biotech start-ups on compensation matters.

Practice head(s):

Doreen Lilienfeld

Other key lawyers:

Gillian Emmett Moldowan; John Cannon

Testimonials

Very competent and cohesive team; wonderfully responsive‘.

Key clients

Raytheon

Intercontinental Exchange

TELUS International

Altice USA

VMWare

ViacomCBS

Magris Resources Canada Inc.

Prairie Farms

Vice Media

Sears Hometown and Outlet Stores, Inc.

Canada Pension Plan Investment Board (CPPIB)

New York State Deferred Compensation Board

Tetra Laval group

Banco Bradesco

salesforce.com

Work highlights

  • Advised Raytheon on its $121bn merger of equals with United Technologies.
  • Advised Intercontinental Exchange on its $11bn acquisition of cloud-based platform provider Ellie Mae, a portfolio company of private equity investment firm Thoma Bravo.

Sullivan & Cromwell LLP

New York-based attorneys Marc Trevino and Matthew Friestedt are key contacts at Sullivan & Cromwell LLP, which has an excellent reputation for executive compensation matters. The team enjoys a healthy workflow of high-value M&A transactions for global companies in sectors including media, telecoms, financial services, energy and pharmaceuticals.

Winston & Strawn LLP

Winston & Strawn LLP’s employee benefits and executive compensation team recently handled a number of high-value M&A transactions for an established client portfolio of private equity firms, with a focus on the healthcare sector. A key figure in this regard is New York-based practice co-chair Scott Landau, who has led many of the group's recent highlights. In Chicago, Bill Merten is the go-to name for ESOP mandates. He has expertise in advising shareholders, boards of directors and corporations on private equity and public-to-private transactions and ESOP-owned company sales, among other areas. Other names to note in the New York office are Nyron Persaud and associate Maria Kenny; Persaud has extensive experience in ERISA fiduciary compliance and 409A and 280G tax considerations, while Kenny assists with severance, equity and compensation arrangements.

Practice head(s):

Nancy Gerrie; Scott Landau

Other key lawyers:

Nyron Persaud; Bill Merten; Jennifer Stadler; Maria Kenny

Key clients

A&M Capital Advisors

Argand Partners

Atlas Holdings

Bed Bath & Beyond

Brookfield Asset Management

Century Park Capital

Danfoss

DS Smith plc

Eos Partners

Gartner

GTY Technology Holdings

Guidehouse

LEO Pharma A/S

NGL Energy Partners

Skillz Inc.

Southern Cross Capital Management

TransUnion

TreeHouse Foods

VMG Partners

Work highlights

  • Acted for mobile games platform Skillz in its merger with Flying Eagle, a publicly traded special purpose acquisition company.
  • Advised Danfoss on its $3.3bn acquisition of Eaton’s Hydraulics business.
  • Represented special purpose acquisition company Diamond Eagle in its merger with DraftKings and SBTech.

Dechert LLP

New York-based Andrew Oringer and David Jones in Philadelphia head up Dechert LLP’s employee benefits and executive compensation practice, routinely assisting a solid client portfolio of financial institutions (spanning hedge funds, asset managers and global investment banks) with ERISA fiduciary matters and employee benefit issues arising from M&A mandates. New York-based Steven Rabitz has expertise in prohibited transaction matters and, along with Oringer, garners praise for his ERISA fiduciary knowledge. In Philadelphia, Eric Rubin regularly handles 409A compliance questions, golden parachute negotiations and severance package matters.

Practice head(s):

Andrew Oringer; David Jones

Other key lawyers:

Steven Rabitz; Eric Rubin

Key clients

Sterling Investment Partners

FS Investments

Cerberus Capital Management, L.P.

Covis Pharma BV

One Equity Partners

Quilvest Capital Partners

Ahead DB Holdings LLC

US Ecology, Inc

Medbio, LLC

Quest Diagnostics Incorporated

Work highlights

  • Advised Myers Emergency Power Systems (an affiliate company of Graham Partners) on its acquisition of Low Voltage Systems.

Goodwin

Key names for Goodwin’s employee benefits and executive compensation practice are practice co-heads Lynda Galligan and Patrick Menasco, based in Silicon Valley and Washington DC, respectively. The duo assist a client roster of life sciences, technology, and private equity entities with ERISA Title 1 issues, fiduciary matters, big-ticket M&A transactions, IPOs, and fund structuring. Scott Webster retired in October 2020.

Practice head(s):

Lynda Galligan; Patrick Menasco

Other key lawyers:

James Mattus

Key clients

Affirm, Inc.

Blue Jeans Network, Inc.

Global Blood Therapeutics, Inc.

Guidewire Software Inc.

Machine Zone, Inc.

ModernaTX, Inc.

Quora, Inc.

Slack Technologies

TA Associates

Twilio, Inc.

Work highlights

  • Acted as ERISA counsel to private equity firm TA Associates in structuring TA XIII.
  • Advised BlueJeans on its sale to Verizon.
  • Assisted Slack Technologies with its acquisition of enterprise directory start-up Rimeto.

Morrison & Foerster LLP

Morrison & Foerster LLP counts executive compensation work among its core strengths. The team is headed up by San Francisco-based Amanda Hines Gold, who is very experienced in handling severance and executive employment agreement negotiations, and Domnick Bozzetti, a name to note for advice on equity- and non-equity-based incentive compensation arrangements. Ron Aizen acts for public companies in proxy matters and assists with tax and securities-related questions. Unless stated otherwise, all named attorneys are based in New York.

Practice head(s):

Ron Aizen; Domnick Bozzetti; Amanda Hines Gold

Key clients

Mobileiron, Inc.

Concept Brokerage Holding Corp

Autodesk, Inc.

Carter Validus Mission Critical REIT II, Inc.

Vector Capital Management, L.P.

Adicet Bio, Inc.

Steadfast Apartment REIT, Inc.

Unity Technologies, Inc.

Main Post Partners

Mitsubishi Heavy Industries, Ltd.

Softbank Group Corp.

VMware, Inc.

Broad Street Realty, LLC

Barclays Capital Inc. (Plymouth Industrial)

Temasek Holdings Pte Ltd

Orrick, Herrington & Sutcliffe LLP

Sectors of focus for Orrick, Herrington & Sutcliffe LLP's employee benefits and executive compensation practice include online payments, medtech, software, retail, technology and financial services. Most recently, the team, which includes practice head Juliano Banuelos, Jason Flaherty and senior associate J.T. Ho, has been advising a solid client roster of public companies on high-value M&A transactions, spin-offs, proxy disclosure issues and deferred compensation negotiations. Named lawyers are based in the San Francisco office.

Practice head(s):

Juliano Banuelos

Other key lawyers:

Jason Flaherty; J.T. Ho

Testimonials

Juliano Banuelos is incredibly smart and detail oriented‘.

Key clients

Cisco Systems

Keysight Technologies

Alcon, Inc.

The Gap, Inc.

Oracle Corporation

Williams-Sonoma

TheStreet, Inc.

Marcus & Millichap

Barclays

The Regents of the University of California

Juniper

Varian Medical Systems

Green Dot

Viavi

Shopify Inc.

Stripe

Veolia

Beyond Meat

Work highlights

  • Assisted Cisco with its $1bn acquisition of internet and cloud intelligence platform ThousandEyes.
  • Assisting eye care company Alcon with implementing post-spinoff compensation and benefit arrangements; the team previously assisted the client with its spin-off from Novartis.

Pillsbury Winthrop Shaw Pittman LLP

Pillsbury Winthrop Shaw Pittman LLP's employee benefits and executive compensation team is well established on the West Coast, with attorneys primarily operating from the Silicon Valley and San Francisco offices. In San Francisco, Christine Richardson and Jonathan Ocker provide advice on ERISA fiduciary responsibilities and compliance issues and proxy disclosure matters to clients in the medtech, manufacturing and technology sectors. The practice also maintains an East Coast presence; Peter Hunt and Jessica Lutrin, both based in New York, handle deferred compensation, severance and retention agreements, and equity-based compensation plans. Practice head Cindy Schlaefer operates from the Silicon Valley office.

Practice head(s):

Cindy Schlaefer

Other key lawyers:

Christine Richardson; Peter Hunt; Jessica Lutrin; Jonathan Ocker

Key clients

AT&T

Bal Seal Engineering, Inc.

BancWest Holdings Inc

Chevron Corporation

Cisco Systems

Clearwater Paper Corporation

Foursquare Labs, Inc.

Fujitsu Corporation

General Reinsurance Corporation

Hewlett Packard Enterprise

Incyte Corporation

IQVIA, Inc.

JUUL

NTT Data, Inc.

Rabbit Hole Spirits, LLC

Southern California Permanente Medical Group

The Estée Lauder Companies Inc.

Wilbur-Ellis Holdings, Inc.

Work highlights

  • Assisted Cisco Systems with succession arrangements relating to the retirement of the company’s Chief Financial Officer.
  • Assisted Wilbur-Ellis Holdings with its acquisition of chemical manufacturing company Nachurs Alpine Solutions.

Ropes & Gray LLP

Recent highlights for Ropes & Gray LLP’s employee benefits and executive compensations team involve advising private equity funds on big-ticket M&A transactions and fund formations. New York-based Joshua Lichtenstein is the key name for ERISA Title 1 matters, and has a strong focus on advising global asset managers. Also in New York, Alexandra Alperovich has established expertise in acting for private equity clients, most recently in the TMT sector. Boston-based Loretta Richard and Renata Ferrari co-head the practice. In June 2020 Adam Stella moved to boutique firm Moulton | Moore | Stella.

Practice head(s):

Loretta Richard; Renata Ferrari

Other key lawyers:

Alexandra Alperovich; Joshua Lichtenstein; Jennifer Rikoski

Key clients

Bain Capital

Dunkin’ Brands Group Inc.

Advent International

The TJX Companies

New Mountain Capital

Invesco

Pacific Investment Management Company

Ironwood Pharmaceuticals

Work highlights

  • Represented Dunkin’ Brands Group in its $11.3bn sale to Inspire Brands.
  • Acted as ERISA counsel to Parthenon Fund VI, an affiliate of private equity firm Parthenon Capital.

Vinson & Elkins LLP

Vinson & Elkins LLP’s employee benefits and executive compensation practice has 'the technical knowledge and know-how to communicate complex topics in simple ways. They also know how to provide advice that is balanced and practical'. Oil and gas and energy are core sector strengths for the group, with large-cap M&A transactions forming the bulk of the team's recent workload. Practice head David D’Alessandro has notable expertise in advising on tax and securities-related issues relating to executive compensation matters, and Brian Bloom regularly handles prohibited transaction and fiduciary matters. Shane Tucker is notable for advising REITs and public and private corporations on equity-based compensation arrangements, as well as severance and retention packages. New York-based counsel Julia Petty is 'an excellent communicator and distills complex tax, benefits, labor and securities issues into manageable and actionable sources of advice'. Named attorneys are based in Dallas unless stated otherwise.

Practice head(s):

David D’Alessandro

Other key lawyers:

Brian Bloom; Shane Tucker; Julia Petty; Dario Mendoza

Testimonials

The firm is always on top of cutting edge trends and best practices and balances that with a practical approach that is fit for purpose‘.

This team is extremely responsive‘.

Julia Petty is knowledgeable, practicable and responsive to client needs‘.

Julia Petty is my main contact. She is simply outstanding and terrific to work with. She is extremely bright and offers practical advice and guidance‘.

Julia is client-focused, cares deeply about achieving excellent outcomes, and works around the clock to achieve our goals. Her technical knowledge, practical focus, and deep commitment to her clients makes her stand out within her field‘.

Key clients

Southwest Airlines

Blackstone Infrastructure Partners

Noble Energy

Unit Corporation

Gulf Coast Ammonia

Jagged Peak Energy, Inc.

Drunk Elephant

Covey Park Energy LLC

DIRTT Environmental Solutions

Carbo Ceramics, Inc.

OneWater Marine Inc.

Tortoise Acquisition Corp.

Brigham Minerals Inc.

HighPeak Energy Partners, LP

Enviva Partners

Lilis Energy

CTO Realty Growth Inc.

MultiPlan, Inc.

The Special Committee of the Board of Directors of Taubman Centers, Inc.

Delphi Technologies PLC

Fox Corporation

Infineon Technologies AG

WellCare Health Plans, Inc.

Vitamin Shoppe, Inc.

Caisse de dépôt et placement du Québec

Nexstar Media Group, Inc.

GlaxoSmithKline plc

Jamf Holding Corp.

Gastar Exploration Inc.

Parsley Energy

Switchback Energy Acquisition Corporation

Devon Energy

Work highlights

  • Assisted Southwest Airlines with multiple registered securities offerings with an aggregate value of $16bn.
  • Advised Noble Energy on its $5bn acquisition by Chevron.

White & Case LLP

Sectors of focus for White & Case LLP’s employee benefits and executive compensation practice include technology, energy and financial services, with private equity funds making up a considerable part of the team's client base. Headed by Henrik Patel, the group has noted expertise in handling mid- and large-cap M&A transactions. Tal Marnin is a key contact for advising private equity sponsors on management compensation issues arising from transactions, including the transfer of C-suite executives. Counsel Kenneth Barr handles 409A and 280G issues, and associate DeVoia Stewart acts on a broad spectrum of corporate transactions. Named lawyers are based in the firm's New York office.

Practice head(s):

Henrik Patel

Other key lawyers:

Tal Marnin; Kenneth Barr; DeVoia Stewart; Robin Heszkel

Key clients

Saudi Aramco

IFM Investors

Brookfield Asset Management

Mobile Mini

Flying Eagle Acquisition Corp.

Sempra Energy

Macquarie Infrastructure

Schneider Electric

dMY Technology Group, Inc.

DIC Corporation

Antin Infrastructure Partners

CITIC Capital Holdings Limited

Lantheus Holdings, Inc.

Cellular Biomedicine Group

Sony Corporation

HgCapital LP

Panasonic Corporation

Work highlights

  • Assisted Saudi Aramco with its $25.6bn IPO.
  • Advised IFM Investors on its $10.3bn acquisition of Buckeye Partners.

Willkie Farr & Gallagher LLP

The New York-based employee benefits and executive compensation team at Willkie Farr & Gallagher LLP is notable for working in tandem with the firm's well-established insurance practice in order to provide support on high-value M&A transactions in the sector. Jointly headed by Michael Katz and Jordan Messinger, the team supports a suite of private equity firms and investment funds with ERISA fiduciary compliance issues.

Practice head(s):

Michael Katz; Jordan Messinger

Testimonials

Jordan Messinger is a creative, problem-solving lawyer‘.

Key clients

AdaptHealth Corp

Aquiline Capital Partners

Cisco Systems, Inc.

Credit Suisse

Fidelity National Financial, Inc.

Fidelity National Information Services, Inc.

Franklin Resources, Inc.

Genstar Capital

HealthEquity, Inc.

Hudson’s Bay Company

Insight Partners

MetLife, Inc.

Mueller Industries, Inc.

RenaissanceRe Holdings

Take-Two Interactive Corp.

W. R. Berkley Corporation

Warburg Pincus

Baker Botts L.L.P.

Baker Botts L.L.P.’s 'very responsive' employee benefits and executive compensation team is rated by clients for its 'deep subject matter expertise'. Telecoms, manufacturing, oil and gas and energy are notable areas of strength for the group; key mandates include advising on golden parachute arrangements and incentive compensation plans of M&A acquisitions. Practice head Gail Stewart handles prohibited transactions issues and assists senior executives with severance agreements. Mark Bodron has established strength in advising on ERISA fiduciary matters, IPOs, spin-offs and 409A deferred compensation issues. New York-based Robin Melman acts as executive compensation counsel to boards of directors, private and public companies, and compensation committees. Apart from Melman, named lawyers are based in Houston.

Practice head(s):

Gail Stewart; Richard Husseini

Other key lawyers:

Mark Bodron; Robin Melman; Krisa Benskin

Testimonials

Baker Botts’ employee benefits team is my “go to” group. Always willing to assist on an immediate basis; always willing to do whatever we need!

Krisa Benskin is friendly, knowledgeable, adaptable and very responsive‘.

Key clients

Bristow Group Inc.

Sunnova Energy Corporation

Eagle Materials Inc.

Jones Energy II, Inc.

Occidental Petroleum Corporation

Schlumberger Limited

Noble Corporation Plc

Frito-Lay North America, Inc.

Liberty Latin America

Liberty Media Corporation

Qurate Retail, Inc.

GCI Liberty, Inc.

Liberty Tripadvisor Holdings

Liberty Broadband Corporation

Work highlights

  • Assisted Bristow Group with the benefits and executive compensation aspects of its merger with Era Group via an all-stock transaction.
  • Providing ongoing advice to manufacturing company Eagle Materials on ERISA fiduciary compliance.

Cadwalader, Wickersham & Taft LLP

Jointly heading Cadwalader, Wickersham & Taft LLP’s employee benefits and executive compensation practice from New York are James Frazier and David Teigman, who 'understand the entire range of compensation options and practices' and are 'effective communicators, always available and very responsive'. The pair provide 'practical advice' to a client roster of investment managers and financial services entities on multimillion-dollar transactions and ERISA fiduciary compliance. Counsel Nicholas LaSpina is recommended for prohibited transaction issues.

Practice head(s):

James Frazier; David Teigman

Other key lawyers:

Nicholas LaSpina

Testimonials

Excellent advisers on high-stakes ERISA matters‘.

James Frazier is a trusted, valued adviser on high-risk ERISA matters‘.

David Teigman is a strong partner and is a pleasure to work with‘.

Key clients

Bow Street

Hudson Executive Capital

Monocle Acquisition Corp.

Ashford

Community Bank System, Inc.

Dealer Car Search

AngioDynamics

BlackRock

UBS

Bank of America

Work highlights

  • Advising Bow Street LLC on executive compensation issues following assisting the client with the addition of eight directors to the board of Mack-Cali Realty Corporation.

DLA Piper LLP (US)

The 'very responsive' team at DLA Piper LLP (US) leverages the expertise of the firm's corporate practice to provide a full range of support to clients involved in high-value M&A. Specifically, the firm acts for a client roster of household name entities, with a strong focus on the technology and healthcare sectors. In Chicago, Richard Ashley recently advised HCL Technologies on the 280G and 409A issues associated with its $49m acquisition of the self-optimizing network business of Cisco Systems. Washington DC-based Rita Patel hass expertise in multi-employer welfare arrangements, and Cisco Palao-Ricketts in Silicon Valley is noted for advising emerging growth and start-up companies on retention strategies.

Practice head(s):

Rita Patel; Richard Ashley; Cisco Palao-Ricketts

Other key lawyers:

Mark Muedeking

Testimonials

Mark Muedeking is excellent at communicating otherwise complex concepts. Plus, he has an encyclopedic knowledge of tax code‘.

Key clients

Act II Global Acquisition Corp. (now Whole Earth Brands)

Credible Labs Inc.

HCL Technologies Limited

BAE Systems, Inc.

Coinbase

Kellermeyer Bergensons Services (KBS)

New York University (NYU)

Automatic Data Processing (ADP)

Young Adult Institute (YAI)

Airbnb

Work highlights

  • Advised Credible Labs Inc., a financial technology startup publicly traded in Australia on the sale of a majority stake to Fox Corporation for approximately $340m.
  • Advised HCL Technologies Limited, an Indian multinational information technology service and consulting company, on all executive compensation and benefits issues of its’ $49m acquisition of the self-optimizing network business of Cisco Systems, Inc.
  • Provides general employee benefits representation to Airbnb, including in relation to its’ health and welfare and 401k retirement plans, equity arrangements, and compensation and benefits issues in connection with acquisitions.

Fenwick & West LLP

With a reputation for acting 'at the cutting edge of the tech industry', Fenwick & West LLP's employee benefits and executive compensation group provides transactional support to an established base of start-ups and global corporations. Practice head Shawn Lampron 'consistently provides cutting edge, practical advice on some of the trickiest compensation issues'. Scott Spector is noted for his expertise in 409A and golden parachute plans, while Gerald Audant handles a range of equity compensation arrangements, including deferred compensation plans. New York-based Matthew Cantor has particular strength in advising on IPOs and other exit transactions. Apart from Cantor, all named lawyers are based in the Mountain View office.

Practice head(s):

Shawn Lampron

Other key lawyers:

Matthew Cantor; Scott Spector; Gerald Audant

Testimonials

Shawn Lampron has a great client touch‘.

Key clients

Nurix Therapeutics

Passage Bio

Arcutis Biotherapeutics

Scopely

DocuSign

Alteryx

Redfin

Imperva

Carta

Chegg

Cisco Systems

Dexcom

Facebook

Glu Mobile

KalVista

Smartsheet

NortonLifeLock

Amyris

Veracyte

Workday

Amazon

Audentes Therapeutics

Loxo Oncology

Etsy

Dermira

Accel Entertainment Group

Seal Software

Modis Therapeutics

Chinook Therapeutics

Coinbase

Packet Host

Work highlights

  • Acted for Audentes Therapeutics in its $3bn acquisition by Astellas Pharma.
  • Assisting Cisco Systems with its multibillion-dollar acquisition of Acacia Communications.
  • Represented Fitbit in its $2.1bn acquisition by Google.

Holland & Knight LLP

Holland & Knight LLP’s employee benefits and executive compensation practice is engaged by private equity firms, management teams and public and private companies. Miami-based practice leader Robert Friedman routinely advises on ESOP transactions and ERISA fiduciary compliance issues. In the Philadelphia office, John Martini assists employers and executives with management compensation arrangements. In July 2020 Gregory Brown joined Polsinelli PC in Chicago.

Practice head(s):

Robert Friedman

Other key lawyers:

John Martini; Ariadna Alvarez

Hunton Andrews Kurth LLP

Hunton Andrews Kurth LLP’s employee benefits and executive compensation practice acts for an impressive client list including private equity firms and companies in the financial services, energy and real estate sectors. OF late, the team has been active in high-value acquisitions, as well as multiple IPOs. The partnership includes Austin-based Anthony Eppert, who handles the range of executive compensation matters and has noted expertise in ESOP transactions and 409A issues; and Dallas-based Scott Austin, noted for his expertise in ERISA fiduciary compliance.

Practice head(s):

Anthony Eppert; Scott Austin; David Mustone

Key clients

Stonepeak Infrastructure Partners

South Plains Financial, Inc.

Ciner Resources

City Office REIT

Ennis, Inc.

Gates Corporation

Hersha Hospitality

IES Holdings

Performance Food Group Company

Spirit of Texas Bancshares

Whole Foods

DCP Midstream Partners

Pure Acquisition Corp.

HOF Village, LLC

Royal Vopak

Jernigan Capital, Inc.

Sabine Oil & Gas Corporation

GAINSCO, Inc.

BankFirst Capital Corporation

Entegra Financial Corp.

Spirit of Texas Bancshares, Inc.

Jones Day

Jones Day’s employee benefits and executive compensation practice recently advised on a suite of high-value M&A transactions and spin-offs in the manufacturing, construction and pharmaceutical sectors. New York-based Eric Mosier has solid expertise in advising private equity funds on leveraged buyout transactions, as well as implementing equity incentive arrangements arising from transactions. In the Cleveland office, Patricia Eschbach-Hall is noted for assisting with cross-border employee issues and handling severance agreements for employer-side clients.

Practice head(s):

Miguel Eaton; Eric Mosier

Other key lawyers:

Patricia Eschbach-Hall

Key clients

LORD Corporation

Reynolds American, Inc.

Wabtec Corporation

Timken Company

Peabody Energy Corporation

Conagra Brands, Inc.

Cleveland-Cliffs

HD Supply

King & Spalding LLP

Jeanie Cogill heads up the employee benefits and executive compensation team at King & Spalding LLP, which 'provides pragmatic, business-oriented legal advice with cutting edge solutions'. The group garners praise for its 'deep M&A experience supporting companies and private equity firms in transactions'. Laura Westfall has expertise in handling the full range of equity-based compensation and incentive plans, advising senior executives and employers on retention and severance agreements, and assisting with tax-related issues. Atlanta-based Sam Choy is 'an exceptional employee benefits practitioner'. Named lawyers are based in New York unless stated otherwise.

Practice head(s):

Jeanie Cogill

Other key lawyers:

Sam Choy; Laura Westfall

Testimonials

They are solution-orientated and creative in their practice‘.

Knowledgeable, responsive, instills confidence, practical‘.

Sam Choy provides practical business-orientated legal solutions with swift responses on complex employee benefit matters. He is a trusted advisor with a great business sense and solutions-orientated. Sam is a practical seasoned attorney‘.

Key clients

Institute of Nuclear Power Operations

Vectra Capital

Bob Evans Farms, Inc.

JW Aluminum

Escape Games NYC

Roark Capital

Morgan Stanley

Jamestown Properties Corporation

Clarion Partners

Partners Group

ATIS

Nature’s Bounty management team

Allen Systems Group, Inc.

UMC Health System

United Rentals, Inc.

Kramer Levin Naftalis & Frankel LLP

Middle-market M&A is a core strength for Kramer Levin Naftalis & Frankel LLP’s New York-based employee benefits and executive compensation practice, which has been kept busy of late handling high-profile acquisitions for public and private companies. Financial restructuring work and executive compensation matters have also been prominent in the group's recent caseload. Marissa Holob and Robert Holtzman share leadership of the practice.

Practice head(s):

Marissa Holob; Robert Holtzman

Key clients

Argand Partners LP

Bluestem Group

The Nederlander Organization

Official Committee of Unsecured Creditors of the Boy Scouts of America

Official Committee of Unsecured Creditors of Hertz Global Holdings

Paine Schwartz Partners

SitusAMC Holdings Corp

Stone Point Capital

Work highlights

  • Advised Stone Point Capital LLC and its portfolio company Mitchell | Genex on its acquisition of Coventry Health Care Workers Compensation from Aetna Health Holdings.
  • Advised SitusAMC Holdings the on employee benefits and executive compensation aspects of multiple acquisitions.
  • Representing an ad hoc bondholder group holding a $3.2bn stake in Valaris in connection with the company’s voluntary Chapter 11 bankruptcy proceeding.

Mayer Brown

Primarily based in Chicago, Mayer Brown's employee benefits and executive compensation group recently acted for Yum! Brands in its $375m acquisition of The Habit Restaurants; Debra Hoffman and Stephanie Vasconcellos led on this matter. Ryan Liebl is noted for advising executives and public and private companies on equity compensation and severance plans, as well as cash-based incentive agreements. Practice head Maureen Gorman is based in the firm's Palo Alto office.

Practice head(s):

Maureen Gorman

Other key lawyers:

Debra Hoffman; Ryan Liebl; Stephanie Vasconcellos

Key clients

Assured Guaranty

Bristol-Myers Squibb

Canadian Imperial Bank of Commerce (CIBC)

Envestnet

The Hartford Financial Group

Northern Trust Corporation

Rose Packing Company

Work highlights

  • Advised CIBC on the sale of a stake worth $797m in FirstCaribbean International Bank.

Milbank

Financial restructuring is a particular field of expertise for Milbank’s New York-based employee benefits and executive compensation practice, with practice co-head Manan Shah advising corporate clients in the retail, gaming, technology, telecoms and financial services sectors on complex Chapter 11 proceedings. Practice co-head Joel Krasnow has extensive expertise in executive compensation matters, and is recommended for handling ERISA fiduciary compliance and prohibited transactions issues.

Practice head(s):

Manan Shah; Joel Krasnow

Other key lawyers:

Kelly Bartley

Key clients

Ad Hoc group of unsecured noteholders of Frontier Communications

Caesars Entertainment, Inc.

HPS Investment Partners

OneWeb Global Limited

Ad Hoc Group of Crossover (First and Second Lien) Lenders of Skillsoft

NuCom Group

Triterras Fintech

Era Group Inc.

Hornbeck Offshore

O'Melveny & Myers LLP

O'Melveny & Myers LLP's Newport Beach-based employee benefits and executive practice is headed up by Jeff Walbridge. The team has been kept busy advising entertainment, biopharmaceutical and technology sector clients on high-value M&A transactions. Chris Del Rosso is another contact for M&A in this space, while counsel Rebecca Cottrell advises on tax considerations under the 280G and 409A codes.

Practice head(s):

Jeff Walbridge

Other key lawyers:

Chris Del Rosso; Rebecca Cottrell

Key clients

Air Lease Corporation

Edison International

Edwards Lifesciences Corporation

Kilroy Realty Corporation

Lions Gate Entertainment

Norwegian Cruise Lines

Synaptics Incorporated

Warner Bros.

Western Digital Corporation

Work highlights

  • Advised Synaptics Incorporated on its acquisition of Broadcom’s wireless internet of things (IoT) business.
  • Assisted ViacomCBS with its acquisition of a 49% stake worth $375m in film company Miramax.
  • Advised ophthalmic company Glaukos Corporation on its $455m all-stock acquisition of Avedro Inc.

Outten & Golden LLP

Outten & Golden LLP's practice is jointly led by Wendi Lazar and of counsel Katherine Blostein. The firm has established strength in acting solely for individuals—including portfolio managers, CEOs, investment and commercial bankers and other C-suite clients—in executive compensation mandates. Recent work includes representing clients from the retail, healthcare, financial services, technology and media sectors in M&A transactions and restructurings. Compensation-related tax issues under the 409A and 280G codes are another core pillar of strength for the group. Named individuals are based in New York.

Practice head(s):

Wendi Lazar; Katherine Blostein

Other key lawyers:

Fahreen Velji

Key clients

Belinda Martinez

Jeffrey Hasler

Nicholas Coe

Joseph Molluso

Sarah Barnett

William Patrizio

Work highlights

  • Acted for CEO Mark Ashley and the executive management team of a healthcare company Caregiver during its acquisition by private equity firm WindRose Health Investors.
  • Represented Nicholas Coe, the CEO of retail company Bath & Body Works, during a series of corporate restructurings implemented by the client’s parent company L Brands.
  • Advising William Patrizio, the CEO of digital music company Napster, on the company’s acquisition by MelodyVR, involving the review of all the client’s compensation, benefits, equity and bonus plans.

Paul Hastings LLP

Headed by Stephen Harris out of the Los Angeles office, Paul Hastings LLP’s practice group acts for an impressive client roster of financial institutions and global corporations, advising on a broad range of compensation and benefits matters. Recent highlights included assisting private equity company Francisco Partners with its $4.3bn acquisition of cloud services company LogMeIn; Dan Stellenberg led on this matter from the Palo Alto office. Washington DC-based Eric Keller assists C-suite clients with executive compensation issues.

Practice head(s):

Stephen Harris

Other key lawyers:

Eric Keller; Dan Stellenberg

Key clients

Samsung

NatWest

Intel

Walmart

Disney

Guggenheim Partners

Electrolux

Citic Capital

Francisco Partners

Paysafe

Global Cloud Exchange

Work highlights

  • Assisting NatWest with terminating both its defined benefit and non-qualified retirement plans.

Sidley Austin LLP

Sidley Austin LLP’s employee benefits and executive compensation team, which is predominantly based in Chicago, assists private and publicly listed companies with ESOP transactions, ERISA-compliant investment advice (mainly to banks, trustees and investment managers), corporate restructurings and M&A mandates. Key contacts in the Chicago office are Beth Dickstein and Matthew Johnson.

WilmerHale

With a particularly strong roster of biotech, life sciences and fintech sector clients, the employee benefits and executive compensation professionals at WilmerHale have strength in handling M&A transactions and IPOs. In Boston, practice head Kimberly Wethly advises across the spectrum of executive compensation matters, and Amy Null assists tax-exempt clients with ERISA issues. Washington DC-based Ciara Baker is recommended for advice on incentive plans and executive, severance and retention arrangements.

Practice head(s):

Kimberly Wethly

Other key lawyers:

Amy Null; Ciara Baker

Testimonials

WilmerHale uses a client-centric approach through which they are able to anticipate our needs and quickly get us to helpful solutions‘.

Kim Wethly and Ciara Baker are both great collaborators‘.

Key clients

Affirmed Networks

DataXu, Inc.

Disarm Therapeutics, Inc.

Dyne Therapeutics, Inc.

Emergent BioSolutions

General Catalyst Partners

IMARA Inc.

Inozyme Pharma, Inc.

Kuebix LLC

Schrödinger, Inc.

Social Finance, Inc. (SoFi)

Tetraphase Pharmaceuticals, Inc.

Work highlights

  • Advised online personal finance company, SoFi, on a tax-free reorganization and subsequent acquisition of Galileo Financial Technologies $1.2bn.
  • Assisted life sciences company Emergent BioSolutions Inc with the executive compensation and benefits aspects of its offering of senior unsecured notes worth $450m.
  • Represented Dyne Therapeutics Inc in its $268m IPO.

Allen & Overy LLP

Recent transactions for the employee benefits and executive compensation team at Allen & Overy LLP included assisting TP ICAP with its multimillion-dollar acquisition of global electronic investment network Liquidnet. Headed up by Brian Jebb in the New York office, the team is most active in multi-jurisdictional M&A mandates. Also recommended are senior counsels Amanda Albert and Shira Selengut.

Practice head(s):

Brian Jebb

Other key lawyers:

Amanda Albert; Shira Selengut

Key clients

Refinitiv

WillScot

TP ICAP

Nielsen

Thai Union

Sumo Group

IHS Towers

TDR Capital

Interfood

Work highlights

  • Advised WillScot Corporation on its stock-for-stock merger with Mobile Mini.
  • Advised Nielsen on the employment and benefits issues of its acquisition of the Precima customer analytics business of Alliance Data Systems.

Bracewell LLP

Key names in Bracewell LLP’s employee benefits and executive compensation team are practice co-heads Scott Sanders and Matthew Grunert. Recent highlights for the group included acting for public company Prosperity Bancshares in its $2.1bn acquisition of LegacyTexas Financial Group. Energy sector mandates have also made up a notable portion of the team's recent caseload. Sanders and Grunert are both based in the firm's Houston office.

Practice head(s):

Matthew Grunert; Scott Sanders

Key clients

Apache Corporation

Avista Corporation

ERG Resources

J&J Maintenance, Inc.

Kinder Morgan, Inc.

Pilot Travel Centers, LLC

Prosperity Bancshares, Inc.

TC Energy

Choate, Hall & Stewart

Acting from its established base in Boston, Choate, Hall & Stewart's employee benefits and executive compensation practice is noted for leveraging the firm's tax expertise in order to assist with the tax-related aspects of severance and retention packages, as well as equity compensation arrangements. Wells Miller has notable expertise in advising private equity clients on the full range of executive compensation issues, including tax considerations under the 280G and 409A codes.

Practice head(s):

Louis Marett

Other key lawyers:

Wells Miller

Key clients

Long Ridge Equity Partners

Cobepa

Silversmith Capital Partners

Creation Technologies International Inc.

BV Investment Partners

New Heritage Capital

Sverica Capital

Serent Capital

Mainsail Partners

Summit Partners

Cooley LLP

Cooley LLP’s employee benefits and executive compensation practice has a strong focus on the technology and life sciences sectors, with an established West Coast footprint. The team cites expertise in handling high-value, high-profile M&A transactions and IPOs. Palo Alto-based Alessandra Murata is recommended for advice on severance packages, tax compliance matters and equity compensation arrangements. In Los Angeles, Barbara Mirza provides advice to companies on the compensation aspects of IPOs. The 'knowledgeable, responsive and business-minded' Joshua Friedman is a key name in the Boston office.

Practice head(s):

Amy Wood

Other key lawyers:

Alessandra Murata; Barbara Mirza; Joshua Friedman

Testimonials

The team at Cooley is incredibly knowledgeable and business-minded. I always get a clear answer from them that is practical and actionable. The answer is always direct and to the point, and the team is always very responsive.

Key clients

Snowflake

Asana

Etsy

Levi Strauss

Zoom

AppHarvest

Vital Farms

Work highlights

  • Advised software company Snowflake on its $3.9bn IPO.
  • Acted for immuno-oncology company Forty Seven in its $4.9bn acquisition by Gilead.
  • Acted for fitness start-up company Mirror in its $500m acquisition by Lululemon.

Haynes and Boone, L.L.P.

Haynes and Boone, L.L.P.'s employee benefits and executive compensation practice has been advising clients in the energy, healthcare, retail, financial services and food and beverages sectors on high-value acquisitions, restructurings, and benefit transfers. Recent work for the group includes advising hospitality company Landry's on the $745m sale of its online gaming subsidiary, Golden Nugget Online Gaming, to Landcadia Holdings II; practice head Susan Wetzel and associate Scott Thompson led on this matter from the Dallas office. Houston-based Jesse Gelsomini has expertise in incentive compensation and equity arrangements.

Practice head(s):

Susan Wetzel

Other key lawyers:

Jesse Gelsomini; Scott Thompson

Key clients

Blucora, Inc.

CSW Industrial, Inc.

Enbridge, Inc.

VAALCO Energy, Inc.

HMS Holdings Corp.

Paycom Software, Inc.

Performance Food Group

Arcosa, Inc.

Tuesday Morning Corporation

Landry’s Inc.

Stroock & Stroock & Lavan LLP

Austin Lilling and David Olstein head up Stroock & Stroock & Lavan LLP’s employee benefits and executive compensation practice from New York, where the duo lend support to a suite of financial institutions and investment funds on financial restructuring processes. Olstein is also noted for his expertise in ERISA fiduciary responsibility matters. The practice reports an uptick in insolvency-related mandates, and has established a strength in handling retiree benefits and compensation arrangements for distressed companies.

Practice head(s):

Austin Lilling; David Olstein

Testimonials

David Olstein has an exceptionally broad and deep knowledge of the Title I ERISA area. He is very responsive and utterly engaged in his practice. His encyclopedic knowledge of the regulations, exemptions, case law and other guidance in this area, and how they are applied in practice, is unparalleled‘.

Key clients

J.P. Morgan Investment Management

J.P. Morgan Asset Management

Official Committee of Unsecured Creditors of LSC Communications

Official Committee of Unsecured Creditors of The McClatchy Company

ArcLight Capital Partners LLC

JPMorgan Chase Bank

Work highlights

  • Acted for JPMorgan Chase Bank as the lead arranger of a $5.5bn credit facility provided to PG&E Corporation and Pacific Gas and Electric Company to fund the company’s Chapter 11 bankruptcy proceedings.
  • Representing the Official Committee of Unsecured Creditors of LSC Communications and its affiliated debtors in connection to the company’s voluntary Chapter 11 bankruptcy proceedings.