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

The ‘knowledgeable and dependable’ practice at Cravath, Swaine & Moore LLP acts for its stellar roster of clients, including Disney, Amazon and Thermo Fisher Scientific, among others, in high-end M&A, as well as IPOs. Praised as ‘always on the ball’, the team has demonstrable experience assisting clients in the technology, energy, entertainment, retail and pharmaceutical sectors. Led by Eric Hilfers, the team is well-placed to handle interrelated securities, public disclosure, corporate governance and tax-related issues. Jonathan Katz is a key member of the group and advised Robinhood in its $1.9bn IPO. Jennifer Conway left the firm in January 2022, while Matthew Bobby was promoted to partner in January 2021 and advises on incentive compensation arrangements, as well as executive employment and separation agreements. All mentioned attorneys are based in New York.

The ‘book-smart and street-smart‘ team at Debevoise & Plimpton LLP advises its impressive roster of clients on the employee benefits and executive compensation aspects of top tier M&A, such as representing Discovery in its $130bn acquisition of WarnerMedia from AT&T. Jonathan Lewis leads the practice and notably acts for clients across the private equity, healthcare and insurance sectors, while market leader Lawrence Cagney assists financial services clients and investment funds with ERISA fiduciary responsibility matters. Meir Katz handles executive compensation and employee benefits issues arising out of M&A and securities offerings, and tax specialist Franklin Mitchell advises investment fund sponsors on ERISA issues. Recently promoted partners Michael Snypes and Washington DC-based Simone Hicks are also key members of the team. All named attorneys are based in the firm’s New York office, unless stated otherwise.

Noted for its expertise in the oil and gas, energy and technology sectors, Kirkland & Ellis LLP acts for public and private companies, as well as private equity funds, in high value M&A transactions, restructuring mandates and Chapter 11 cases. Key clients include NortonLifeLock, Thoma Bravo and Bristol Myers Squibb Company, among others. New York-based Scott Price advises clients on the executive compensation aspects of domestic and international mergers, in addition to representing executives and management teams in negotiating incentive compensation arrangements. In the firm’s Chicago office, Alexandra Mihalas focuses on ERISA issues arising out of acquisitions and sales by private equity funds, while Michael Falk handles defined benefit, deferred compensation and equity plans. Matthew Antinossi, who is also based in Chicago, has experience in ESOP transactions and advises on ERISA Title IV issues.

Latham & Watkins LLP counts public and private companies, financial institutions and private equity firms among its key list of clients. The bicoastal team has demonstrable capability in handling the employee benefits and executive compensations aspects of high-profile M&A, as well as IPOs. In the firm’s New York office, Bradd Williamson leads the team and frequently advises on equity and incentive compensation plans, while Los Angeles-based Laurence Seymour handles deferred compensation and golden parachute issues. ‘Top-notch executive compensation attorney’ James Metz, who operates from the Silicon Valley office, advised Airbnb in its $3.4bn IPO, and New York-based Austin Ozawa regularly acts for private equity funds, including Odyssey Investment Partners and Leonard Green & Partners. In Los Angeles, Michelle Carpenter advises on executive compensation arrangements and Washington DC-based David Della Rocca is another key member of the team.

Counting notable companies such as IBM, Apollo and MGM among its key roster of clients, Paul, Weiss, Rifkind, Wharton & Garrison LLP’s workload includes high-end M&A and IPOs, in addition to CEO succession mandates. The team is well-placed to advise on tax, securities and corporate issues relating to deferred compensation and equity-based pay plans. The team benefits from the leadership of Jean McLoughlin, who is the practice’s go-to advisor for public companies and is noted for her expertise in senior leadership succession matters. Lawrence Witdorchic, who also co-chairs the executive compensation group, and Jarrett Hoffman act for private equity funds and publicly held corporations. All named attorneys are based in New York. Former co-chair Andrew L. Gaines  left the firm in June 2022.

Simpson Thacher & Bartlett LLP’s expertise in the private equity space continues, with the team praised for its ‘excellent and pragmatic advice’ to private equity funds and their portfolio companies, as well as some of the firm’s corporate clients, on the executive compensation and employee benefits aspects of high-end M&A and IPOs. Brian Robbins leads the practice and regularly handles ERISA Title 1 issues, while Laurence Moss focuses on leveraged buyout transactions. Gregory Grogan recently represented Microsoft in its pending $19.7bn acquisition of Nuance Communications, and David Rubinsky advises private equity investors and the management teams of their portfolio companies on equity compensation arrangements. Jeannine McSweeney acts for clients across the financial services, technology and healthcare sectors on a range of executive compensation and employee benefit arrangements, and Andrew Blau handles equity and deferred compensation plans, as well as tax and securities-related issues. Palo Alto-based Tristan Brown notably advises private equity funds, including Silver Lake Partners and KKR, in M&A deals. Named attorneys operate from the firm’s New York office unless otherwise stated.

Wachtell, Lipton, Rosen & Katz is noted for its transactional capability when advising public and private companies on the executive compensation and employe benefits aspects of M&A deals, IPOs and restructuring mandates. Key contacts in the New York-based team include Jeannemarie O’Brien, Adam Shapiro and Andrea Wahlquist.

Praised for its ‘strong executive compensation practice, particularly in the private equity space’, Weil, Gotshal & Manges LLP’s stellar workload includes high-end M&A and private equity transactions. Also noted for its capability in handling a broad range of employee benefit issues, the New York-based team is led by Paul Wessel, who has deep experience advising public companies on compensation matters relating to IPOs, bankruptcies and restructurings. ‘Emerging as a leader in this space’, Amy Rubin is a key member of the group and advised Gores Guggenheim in its $20bn merger with Polestar Performance AB. Michael Nissan is the go-to contact for private equity sponsors and their portfolio companies, including Advent International and Blackstone, while Sarah Downie advises senior executives and public companies on matters relating to severance agreements. Aimee Adler, who joined from Akin Gump Strauss Hauer & Feld LLP in September 2021, is a ‘great addition to the team’.

Fried, Frank, Harris, Shriver & Jacobson LLP acts for private equity firms, as well as public and private companies across the healthcare, logistics, technology and financial services sectors, on a range of high-end transactions. The practice group counts AEA Investors, Onex Corporation and RedBall Acquisition among its key roster of clients. The New York-based team is led by Jeffrey Ross, who advises standalone and institutional hedge funds, and alternative asset managers, on structuring and compliance matters. Jason Ertel handles 409A and 457A deferred compensation mandates, while Amy Blackman advises clients on the employee benefits aspects of M&A transactions, and Donald Carleen is another key member of the team.

Noted for its expertise in the TMT, REIT and real estate, and retail sectors, Hogan Lovells US LLP advises handles high-value M&A and spin-off transactions. Counting Dell, PVH Corp. and VICI Properties among its key roster of clients, the group is also well-placed to leverage the firm’s global presence to handle cross-border mandates. Praised by one client as ‘one of the finest employment benefits lawyers on the planet’, Washington DC-based Kurt Lawson leads the practice alongside Martha Steinman in New York, who acts for boards of directors, compensation committees and senior management, and Silicon Valley-based Michael Frank, who focuses on M&A arising out of the technology sector.

Widely recognized in the ESOP space, the team at McDermott Will & Emery LLP has demonstrable experience in advising private equity firms and their portfolio companies, as well as financial services and healthcare-sector clients on M&A and leveraged buyout transactions. Key clients include Kaiser Aluminum, Novant Health and Allscripts Healthcare Solutions, among others. In Boston, global head Andrew Liazos focuses on executive compensation and ERISA fiduciary issues, while ‘terrific’ Erin Turley and Allison Wilkerson, who both operate from the firm’s Dallas office, advise on pension and 401(k) plans, in addition to ESOPs. Based in Chicago, Todd Solomon, who is noted for his experience in ERISA Title 1 issues, handles deferred compensation arrangements, and Diane Morgenthaler focuses on the employee benefits aspects acquisitions and divestitures.

Morgan, Lewis & Bockius LLP routinely acts for management teams and senior executives in high-end M&A, and also counts multinational public companies across the technology, financial services, energy, healthcare and retail sectors, among its key roster of clients. Based in New York, Gary Rothstein is noted for his experience in the private equity space, as well as representing senior management teams, particularly in the technology sector, in IPOs. In the firm’s Philadelphia office, David Zelikoff handles private equity buyout transactions and Robert Lichtenstein advises on equity and compensation arrangement issues, while Washington DC-based Patrick Rehfield focuses on employee fringe benefits matters. Randall McGeorge, who operates from the firm’s Pittsburgh office, and Boston-based associate Ryan Montgomery, are also key members of the team.

The team at Proskauer Rose LLP acts for public companies, private equity firms and C-suite executives across the retail, financial services, food and beverage, entertainment and technology sectors in M&A and IPOs. Andrea Rattner handles a broad range of matters, including golden parachute issues, equity-based compensation and retention plans, as well as severance agreements, while Ira Bogner is noted for his expertise in ERISA fiduciary mandates. Elsewhere, Los Angeles-based Colleen Hart focuses on securities and tax-related work, and Michael Album advises on compensation and equity arrangements. The team, for which Paul Hamburger is a key contact, welcomed David Teigman from Cadwalader, Wickersham & Taft LLP in September 2021, while Joshua Miller departed in March 2021. All named attorneys are based in New York, unless stated otherwise.

Noted for its stellar expertise in the life sciences, healthcare and financial services sectors, the team at Ropes & Gray LLP acts for private equity firms and public companies in high-end M&A, such as advising a leading biotech company in the employee benefits and executive compensation aspects of its $11.5bn sale to a major competitor.. In the firm’s Boston office, practice co-leader Loretta Richard focuses on ESOP transactions, while fellow co-leader Renata Ferrari has considerable experience in handling the executive compensation, disclosure and shareholder-related aspects of IPOs. Based in New York, Alexandra Alperovich advises private equity firms, such as Harvest Partners, in high value acquisitions, while Joshua Lichtenstein specializes in ERISA Title 1 mandates. Jennifer Rikoski is another key member of the team and operates from the firm’s office in Boston.

Shearman & Sterling LLP fields a team of ‘practical problem solvers’, who have demonstrable experience in handling the executive compensation and employee benefits aspects of high-end M&A transactions and IPOs, which often involve international elements. The firm counts ViacomCBS, Fenway Sports Group and TELUS International among its key list of clients. Doreen Lilienfeld leads the team and advises clients on a range of compensation issues arising out corporate transactions, such as representing Hitachi in its $9.5bn acquisition of GlobalLogic Inc. ‘Skilled M&A advisor’ John Cannon assists start-up companies in the biotechnology sector on compensation matters and management teams in private equity transactions, while Gillian Emmett Moldowan advises on equity-based incentives, deferred compensation programs, as well as retention and severance arrangements.  All named attorneys are based in the firm’s New York office.

Counting IPOs, M&A and fund structuring mandates in its workload, Goodwin acts for public and private clients across the technology, life sciences, private equity and food and beverages sectors. In Washington DC, Patrick Menasco jointly leads the team alongside Boston-based James Mattus, both of whom have experience in ERISA Title 1 matters. In the firm’s Silicon Valley office, Lynda Galligan’s expertise is demonstrated by her advice to Slack on the executive compensation aspects of its $27.7bn sale to Salesforce. The team welcomed Silicon Valley-based Cisco Palao-Ricketts in May 2021, who previously led the employee benefits and executive compensation practice at DLA Piper LLP (US), and San Fransisco-based Heather Brookfield from Morgan, Lewis & Bockius LLP in June 2021.

Praised for assisting its roster of clients ‘during high-stakes M&A situations’, Orrick, Herrington & Sutcliffe LLP’s notable expertise in the technology sector is demonstrated by the team’s advice to Local Bounti on its $1.1bn SPAC merger with Leo Holdings. Other key clients include Cisco Systems, Dave and Workday, Inc. In the firm’s San Francisco office, practice leader Juliano Banuelos and J.T. Ho advise public and private companies on executive compensation issues arising out of M&A, and Jason Flaherty focuses on executive employment and severance arrangements.

Vinson & Elkins LLP notably advises public and private companies across the oil and gas and energy sectors on the executive compensation and employee benefits aspects of high value M&A. The team also continues to see an ever-increasing number of SPAC transactions, as well as REIT mandates, in its workload. Houston-based David D’Alessandro leads the practice and focuses on tax and securities-related issues arising from executive compensation arrangements. In the firm’s Dallas office, Brian Bloom advises public and private companies and tax-exempt employers across the energy, manufacturing and healthcare sectors, while Shane Tucker handles equity-based compensatory arrangements. Based in New York,  Julia Petty was promoted to partner in January 2022, and is commended as a ‘leading expert in the executive compensation field’.

Private equity firms take up a large portion of White & Case LLP’s client roster, and the team has demonstrable capability in high-end M&A , often involving a multi-jurisdictional element. Noted for its expertise in the technology, financial services and energy sectors, key clients include Sempra Energy, Macquarie Infrastructure Corporation and Hertz Corporation, where the group successfully advised the latter on the employee benefits aspects of its financial restructuring. In the firm’s New York office, practice leader Henrik Patel represents clients in public and private M&A deals, while Tal Marnin acts for private equity sponsors on management compensation issues relating to transactions. Silicon Valley-based Laura McDaniels joined the group from Baker Botts L.L.P. in July 2021.

Willkie Farr & Gallagher LLP frequently collaborates with the firm’s insurance and private equity practice groups to provide ‘the highest level of support and advice’ to clients in these respective sectors, on employee benefits and executive compensation issues arising out of M&A. Michael Katz , who ‘notably represents private equity investors’, as well as public companies and individual senior executives, jointly leads the New York team alongside Jordan Messinger, who advised on the employee benefits aspects of Genstar Capital’s $2.275 sale of ISS to Deutsche Börse. San Francisco-based Scott Thompson recently joined the practice from Venable LLP in November 2021.

Acting primarily for clients in the healthcare and food and beverage sectors, Winston & Strawn LLP is noted for its capability in handling the executive compensation and employee benefits aspects of mid-market M&A. Practice co-leader Scott Landau focuses on advising private equity firms and public companies in acquisitions, and Jennifer Stadler handles issues pertaining to equity and incentive compensation plans. Associate Maria Kenny assists clients with severance plans and equity and compensation arrangements, and Chicago-based Bill Merten remains a key contact in the team. Unless stated otherwise, all named attorneys are based in the firm’s New York office. Nyron Persaud left the group in May 2021.

Baker Botts L.L.P. acts for clients across the energy sector, such as advising Cabot Oil & Gas Corporation on the executive compensation and employee benefits aspects of its $17bn merger with Cimarex Energy Co., as well as the media and manufacturing industries, among others. Houston-based Gail Stewart co-leads the team and handles the employee benefits aspects of M&A and prohibited transactions, while New York-based Robin Melman advises public and private companies, boards of directors, compensation committees and CEOs. The team welcomed Jason Loden from now-defunct Thompson and Knight LLP in June 2021, joining the firm’s Dallas office, and Palo Alto-based special counsel Nicholas Frey from Fenwick & West LLP in October 2021, while Mark Bodron retired, and Laura McDaniels departed in August 2021.

Cadwalader, Wickersham & Taft LLP provides ‘practical and clear advice on ERISA issues’ relating to M&A and counts financial services companies, as well as investment managers, among its roster of key clients. Key clients include Morgan Stanley, BlackRock and Bank of America. Based in New York, James Frazier leads the practice and focuses on ERISA fiduciary compliance and prohibited transaction matters. Following the departure of David Teigman in September 2021, Washington DC-based partner Michael Bergmann shortly joined from Skadden, Arps, Slate, Meagher & Flom LLP.

DLA Piper LLP (US) frequently collaborates with the firm’s corporate practice to handle high-end transactions, as demonstrated by the team’s advice to Canadian pharmaceutical and cannabis company, Tilray, on its merger with Aphria. Practice leader Rita Patel, who works in the firm’s Washington DC office, led on this matter, while Chicago-based Richard Ashley has experience in handling benefits and compensation issues arising from transactions, including Code Sections 162(m), 280G and 409A compliance. Cisco Palao-Ricketts departed in June 2021 while San Diego-based Michelle Lara joined from Cooley LLP in April 2021. Erin Sweeney is another key member of the team.

Counting emerging growth companies, start-ups and multinational corporations among its roster of clients, Fenwick & West LLP is noted for its transactional capability and expertise in the technology, life sciences and biotech sectors. Mountain View-based Shawn Lampron leads the team and advises clients on the equity compensation, benefit and ERISA aspects of M&A deals and securities offerings. Also in Mountain View, Gerald Audant has experience in 409A and 280G matters, while Nancy Chen handles equity-based compensation plans. Based in New York, Matthew Cantor focuses his practice on the executive compensation and employee benefit aspects of M&A and corporate mandates.

Praised for its ‘extraordinary knowledge combined with a great attitude’, Freshfields Bruckhaus Deringer LLP acts for public and private companies, as well as individual executives, on employee benefits and executive compensations issues arising out of high value M&A, such as advising AstraZeneca in its $39bn acquisition of Alexion Pharmaceuticals. This matter was led by New York-based Lori Goodman, who jointly leads the practice alongside Silicon Valley-based Maj Vaseghi, who is commended for her ‘great combination of deep subject matter expertise, practical, real-world guidance and experience’. New York-based associate Jordan Salzman is another key member of the team.

Hunton Andrews Kurth LLP’s workload includes high-end M&A arising out of the financial services, real estate, hospitality and energy sectors, where the team advises both public and private companies on a range of executive compensation and employee benefits issues. The practice is also noted for its capability in ESOP transactions. In the firm’s Austin office, practice co-leader Anthony Eppert advises on section 409A issues, while Dallas-based Scott Austin focuses on the employee benefits aspects of corporate transactions, as well as ERISA fiduciary compliance matters.

Counting multinational manufacturing companies among its key list of clients, Jones Day’s ‘truly remarkable‘ employee benefits and executive compensation team has demonstrable capability in handling M&A and financing matters.  In the firm’s New York office, practice co-leader Eric Mosier advises clients on the employee benefits aspects of M&A, as well as acting for private equity funds in leveraged buyout transactions. Elsewhere, Cleveland-based Patricia Eschbach-Hall  is noted for her experience in cross-border employee-related issues.

King & Spalding LLP ‘serves public companies and leading private equity firms in sophisticated transactions’, and advises its roster of clients on golden parachute, executive compensation and employee benefit plan issues. From the firm’s New York office, team leader Jeanie Cogill handles the equity incentive program and non-qualified deferred compensation plan aspects of M&A transactions, while Chicago-based Sam Choy represents private equity firms and senior executives in employee benefit matters. Following the departure of Laura Westfall in August 2021, Chicago-based Jennifer Neilsson, who focuses on ERISA Title 1 mandates, joined the practice from Simpson Thacher & Bartlett LLP in August 2021.

Mayer Brown advises public and private companies, as well as individual executives, across the financial services, technology and life sciences sectors on the executive compensation and employee benefits aspects of M&A. Key clients include Lone Star Funds, Climate Change Crisis Impact I Acquisition and Argo Infrastructure Partner, among others. In the firm’s Chicago office, key members of the practice include Debra Hoffman, who has deep experience advising on the benefits aspects of corporate transactions, Ryan Liebl and Stephanie Vasconcellos, while Maureen Gorman leads the team from the firm’s office in Palo Alto.

McGuireWoods LLP acts for clients across the financial services, energy, industrial and technology sectors and counts mid-market M&A deals, as well as spin-offs and ESOP transactions in its workload. Co-chair William Tysse, who operates from the firm’s Washington DC office, has demonstrable experience in advising on non-qualified deferred compensation arrangements, while co-chair and Charlotte-based partner Taylor French handles equity and incentive compensation plans, including issues under the 409A code. In Virginia, Robert Cipolla advises public, private and tax-exempt entities on defined benefit, multi-employer and health plans.

The New York-based team at Milbank is noted for its expertise in handling the executive compensation and employee benefits aspects of restructurings and bankruptcies, in addition to high-end M&A arising out of the technology, telecoms, healthcare and retail sectors. Manan Shah, who combines his ‘business savvy and legal acumen’ to advise on a range of executive compensation issues relating to corporate and financial transactions, jointly leads the practice alongside Joel Krasnow, who focuses on ERISA fiduciary compliance matters. Key clients include Veritas Capital, Frontier Communication and Orbcomm.

Morrison Foerster counts private equity firms, public companies and senior executives among its key roster of clients. The team focuses on the executive compensation aspects of M&A arising out of the finance, technology, agriculture and healthcare sectors. With the May 2021 departure of Ron Aizen and Ann Becchina, Amanda Hines Gold jointly leads the practice from the firm’s office in San Francisco, alongside New York-based Domnick Bozzetti. Together, the team leaders are praised as ‘a walking encyclopedia of equity and executive compensation issues’. Of counsel Brooke Monahan, who operates from the firm’s Phoenix office, joined in March 2021 from Quarles & Bradley LLP.

O’Melveny & Myers LLP advises both public and private companies across the technology, entertainment and pharmaceutical sectors on executive compensation and employee benefits issues relating to M&A and financing matters. Key clients include Edwards Lifesciences, Alaska Air Group and Warner Bros, among others. The Newport Beach-based team is led by Jeff Walbridge, who handles equity and non-equity based incentive plans, as well as deferred employment compensation mandates, while Chris Del Rosso focuses on the tax and employee benefits aspects of M&A deals.

Pillsbury Winthrop Shaw Pittman LLP advises its roster of key clients, including MT&T, Foursquare and IQVIA, among others, on the executive compensation and employee benefits aspects of mid-market M&A. In the firm’s San Francisco office, Jonathan Ocker acts for public companies and executives on compensation matters, while Christine Richardson advises technology and retail clients on a range of employee benefits and ERISA issues. Jessica Lutrin operates from the firm’s New York office along with Peter Hunt, who handles ERISA fiduciary and compliance issues. Silicon Valley-based Cindy Schlaefer and Los Angeles-based Mark Jones are also key members of the team.

Bracewell LLP counts energy and utilities companies, such as J&J Maintenance, Cheniere Energy and Apache Corporation, among its key roster of clients. The team advises on a range executive compensation and employee benefits issues relating to corporate, partnership and LLC transactions. Matthew Grunert, who acts for public and closely held companies, private equity funds and portfolio companies, jointly leads the practice alongside the ‘excellent‘ Scott Sanders, who represented Crescent Real Estate LLC in its acquisition of The Hotel at Avalon. Both partners are based in Houston.

Haynes and Boone, L.L.P. counts domestic and multinational companies across the food and beverages, financial services, retail and energy sectors among its key roster of clients, and handles the executive compensation and employee benefits aspects of high-value acquisitions. From the firm’s Dallas office, Susan Wetzel leads the group and has experience in equity incentive benefit plans, while Chris Kang acts for financial institutions in ERISA-related matters. Houston-based Jesse Gelsomini focuses on tax-qualified pension, 401(k) and ESOP plans.