Employee benefits, executive compensation and retirement plans: transactional in United States
Cleary Gottlieb Steen & Hamilton is instructed by Fortune 500 and private corporations such as Versace, Google, Abbott Laboratories, Western Digital and American Express. In one of many significant ongoing transactions, Arthur Kohn and counsel Kathleen Emberger are advising Honeywell on its $4.5bn spin-off of its Homes and ADI Global Distribution subsidiaries into a new publicly listed entity. Bob Raymond acts for private fund clients including TPG, KKR and Blackstone, and recently advised Hillhouse Capital on ERISA matters connected to a $10.6bn fund formation. Michael Albano and counsels Mary Alcock and Laura Bagarella assisted Google with numerous matters including the $1.1bn employee cooperation agreement with HTC and a string of other acquisitions. Also recommended is counsel Caroline Hayday, who handled a number of benefits and executive compensation matters throughout 2018, including Cushman & Wakefield's $831m IPO on the NYSE, and Versace’s $2.1bn sale to Michael Kors Holdings. The firm also provided ERISA Title 1 advice to financial institutions such as Citibank, Credit Suisse, Goldman Sachs, HSBC and ING. Names attorneys are based in New York.
The ‘excellent’ practice at Cravath, Swaine & Moore LLP was involved in a number of upper-market M&A transactions throughout 2018, which included Jennifer Conway advising Time Warner on its $109bn sale to AT&T. Similarly, ‘superb and extremely responsive’ practice head Eric Hilfers is providing benefits and executive compensation advise to The Walt Disney Company in connection with its $85bn acquisition of 21st Century Fox. Jonathan Katz handled a number of deals, including Northrup Grunman’s $9.2bn acquisition of Orbital ATK, and Brookfield Asset Management’s $5.1bn acquisition of TerraForm Global. The ‘very hands on and knowledgeable’ team also advised The Linde Group on its $70bn merger with Praxair, a transaction which resulted in the world’s largest industrial gas supplier. Other notable clients include Santander, IMB, AXA, Amazon and Johnson & Johnson. All named partners are based in New York.
Davis Polk & Wardwell LLP
Davis Polk & Wardwell LLP’s New York-based employee benefits and executive compensation team is advising on a number of market-leading transactions. Practice head Edmond Fitzgerald advised Aetna on its $77bn acquisition by CVS Health, and Kyoko Takahashi Lin acted for Comcast in relation to the $40bn share capital acquisition of Sky. Another key contact is Jeffrey Crandall, who advised General Electric on its $11.1bn merger with Wabtec, and also assisted SS&C Technologies with the $5.4bn acquisition of DST Systems. Veronica Wissel is noted for her executive compensation, employee benefits and ESOP expertise, and acts for clients such as Crestview Partners, Goldman Sachs Merchant Banking, Mastercard and PricewaterhouseCoopers. Also recommended is Jean McLoughlin, who assisted Ferrero Group with its $2.8bn acquisition of Nestle’s US-based operations, and also advised pharmaceuticals group Roche on its $2.4bn share acquisition of Foundation Medicine.
The 15-partner team at Kirkland & Ellis LLP is regularly involved in high-profile corporate transactions, which recently included acting for Caesars Entertainment in relation to its $18bn Chapter 11 restructuring proceeding; New York-based Scott Price and Chicago-based Jeffrey Quinn led that matter. Also in Chicago, Michael Falk acted for Boeing in its $4.3bn acquisition of KLX, advised Tenneco on its $5.4bn acquisition of Federal-Mogul, and also acted for private equity firms GTCR and Sycamore Partners in relation to a £1.1bn stake acquisition in CommerceHub. In addition, Alexandra Mihalas acted for Ainsworth Pet Nutrition in its $1.9bn sale to The JM Smucker Company. Boston’s Katherine Coverdale was recently made partner, and Matthew Antinossi in Chicago is also recommended.
Latham & Watkins LLP’s ‘outstanding’ practice group is headed by New York’s Bradd Williamson and is particularly active in the energy, technology and asset management industries. Recent highlights included New York-based Lori Goodman handling the equity compensation plans in connection with Spotify’s $26.5bn direct IPO listing on the NYSE. Additionally, San Francisco-based Julie Crisp and Los Angeles-based Laurence Seymour are advising T-Mobile on the benefits and compensation issues arising from its impending $126bn merger with Sprint Corporation; this deal will create the second largest wireless carrier in the US. In Silicon Valley, James Metz handled CH2M Hill’s £3.3bn sale to Jacobs Engineering Group, while David Taub in Los Angeles assisted Energy Transfer Equity and Energy Transfer Partners with its $1.8bn subsidiary sale to USA Compression Partners. Michelle Carpenter is ‘a true pleasure to work with and leaves no stone un-turned’; also based in Los Angeles, she advised Impact Biomedicines on its $7bn acquisition by Celgene Corporation. Also recommended are Washington DC-based Adam Kestenbaum, who has experience of equity transactions in the oil and gas sector, and associates Nikhil Kumar in Washington DC and Jordan Salzman in New York. Vice chair of the global tax department David Della Rocca also has a particular focus on employee benefits and executive compensation matters.
Paul, Weiss, Rifkind, Wharton & Garrison LLP regularly advises target companies on market-leading transactions, with 2018 highlights including advising Bioverativ on its $11.6bn acquisition by Sanofi, assisting ILG with its $4.7bn acquisition by Marriott Vacations Worldwide, and advising eviCore on its $3.6bn sale to Express Scripts Holding. The New York-based team is jointly led by Andrew L. Gaines and Lawrence Witdorchic, the former of whom advised on Chapter 11 proceedings for radio station operator Cumulus Media. The team’s expertise also encompasses ERISA-related issues including withdrawal liabilities to multi-employer plans in connection with corporate M&A and restructuring. Other key clients for the team include Automatic Data Processing, General Atlantic Partners and KPS Capital Partners. Robert C. Fleder retired in December 2018.
The team at Simpson Thacher & Bartlett LLP now includes seven partners following the promotion of Jeannine McSweeney in January 2019. In a significant transaction in the private equity space, Gregory Grogan advised a Blackstone Group-led consortium on a $20bn partnership agreement with Thompson Reuters. An equally sizeable public transaction saw David Rubinsky advising Vistra Energy on all executive compensation and employee benefit matters related to its $20bn merger with Dynegy. Practice head Brian Robbins has been instructed by high-profile senior executives including CEOs of Avon Corporation, National Geographic, Evercore and Ralph Lauren; he also recently advised Dover Corporation on its $3bn spin-off of Apergy. Other names to note include Palo Alto-based Tristan Brown, who was involved in KKR’s $9.9bn acquisition on Envision Healthcare and Andrew Blau, who has expertise in equity and cash-based incentive schemes, deferred compensation and retirement plans. Named lawyers are based in New York unless stated otherwise.
Skadden, Arps, Slate, Meagher & Flom LLP
Skadden, Arps, Slate, Meagher & Flom LLP’s global executive compensation and benefits practice is headed by Regina Olshan, who was involved in some of 2018’s largest M&A deals; Olshan acted for 21st Century Fox in its $71bn sale to Walt Disney, and also advised Express Scripts Holding Company on its $67bn sale to Cigna. Further, Neil Leff acted for Liberty Mutual Insurance Group in its $3.3bn subsidiary sale to Lincoln National Corporation, and also advised XL Group on its $15.3bn sale to AXA. Other names to note include Erica Schohn, who handled Keurig Green Mountain’s acquisition by Dr. Pepper Snapple Group; Palo Alto-based Joseph Penko, who advised The Warranty Group on its acquisition by Assurant; and Joseph Yaffe, who serves as West Coast executive compensation and benefits group leader and divides his time between the Los Angeles and Palo Alto offices. Named lawyers are based in New York unless stated otherwise.
Acting for a multinational corporate client base, Wachtell, Lipton, Rosen & Katz assists the firm’s wider M&A practice on employee benefits and executive compensation issues in the context of high-value acquisitions, spin-offs, IPOs and bankruptcies. In a standout matter, Andrea Wahlquist is acting for Celgene in relation to its $74bn sale to pharmaceutical industry giant Bristol-Myers Squibb. Jeannemarie O’Brien and Adam Shapiro are also notable contacts in the New-York based team. Michael Segal retired from the firm in 2019.
Baker McKenzie LLP’s practice experienced notable growth in 2018, with Denise Glagau and Chicago-based Aimee Soodan being made partner, and of counsel Maria Weydemuller joining the team from an in-house role at Electronic Arts. In San Francisco, Glagau and Victor Flores advised Trimble on its $1.2bn acquisition of Viewpoint. Also recommended is Chicago-based multi-employer benefits expert Maura Ann McBreen and Brian Wydajewski, and global equity expert Barbara Klementz, who heads the San Francisco office. Other standout matters included McBreen assisting German company Knauf with its $7bn acquisition of USG Corporation, and Chicago’s Christopher Guldberg advising CRIF on $20bn of subsidiary sales to private equity firm Thoma Bravo.
Debevoise & Plimpton LLP acts for a variety of well-known corporates and investment firms including Amazon, Getty Images, Verizon and HarbourVest Partners. Elizabeth Pagel Serebransky recently advised AIG on the employee benefits and executive compensation aspects of its $5.6bn acquisition of insurance company Valdius Group, and Meir Katz is advising Ply Gem Holdings on its $5.5bn stock-for-stock merger with NCI Building Systems. Further, Jonathan Lewis assisted an investment consortium with a $4.1bn acquisition of Kindred Healthcare. Also recommended is practice chair Lawrence Cagney, who is instructed by clients such as Apple, AXA Equitable, Walt Disney and Edward Jones, and recently advised International Paper on its $1.8bn merger with Graphic Packaging. All named partners are based in New York.
Fried, Frank, Harris, Shriver & Jacobson LLP’s New York-based practice group acts for prominent investment firms such as AEA Investors, CVC Growth Fund and Wendel. Clients particularly praised the team for its resourcefulness and up-to-date knowledge of market trends and developments. Donald Carleen, Amy Blackman, Washington DC-based Adam Kaminsky and practice head Jeffrey Ross acted for Goldman Sachs in a number of transactions, including its $1.6bn joint venture acquisition of Lucid Energy Group II and its acquisition of Aviation Facilities Company. The team also advised Humana, as part of a consortium, on the employee benefits and executive compensation aspects of its $4.1bn acquisition of Kindred at Home.
Hogan Lovells US LLP has particular strength in the TMT and life sciences sector, where it advises high-profile clients such as 21st Century Fox, Dell, Adobe, Oracle and Marvell Technology Group. Martha Steinman in New York and newly promoted counsel Michael Applebaum handled the employee benefits and executive compensation aspects of 21st Century Fox’s $71bn sale to The Walt Disney Company. Additionally, Silicon Valley-based Michael Frank and Washington DC-based senior associate Benjamin Clark drafted Adobe’s multi-jurisdictional executive-retention plans in relation to its $1.7bn acquisition of Magneto Commerce. Other notable mandates include advising biotech company Celgene on its $9bn acquisition of Juno Therapeutics. Also recommended in Washington DC are Margaret de Lisser, Kurt Lawson, Carin Carithers and Christian Chandler.
Based primarily in Chicago, McDermott Will & Emery LLP’s global benefits, compensation & employment head Todd Solomon leads a 30-lawyer team, which was recently saw the addition of Chicago-based Theodore Becker and Richard Pearl, who joined the team from Drinker Biddle & Reath LLP, and David Fuller in New York, who joined from Morgan, Lewis & Bockius LLP. A notable transaction saw Chicago’s Diane Morgenthaler and Lisa Loesel advise on specialty chemicals company Evonik Industries’ $630m acquisition of JM Huber. Also in Chicago, Judith Wethall handled CVS’s market-leading acquisition of healthcare company Aetna in a $63bn transaction. Dallas-based Erin Turley and Allison Wilkerson are assisting Trinity Industries with a spin-off transaction of its infrastructure-related businesses, and Andrew Liazos in Boston advised on the employee benefits and executive compensation aspects of WABCO Holdings’ $250m buy-out of vehicle manufacturer Meritor. Also recommended is Steven Eckhaus in New York.
Morgan, Lewis & Bockius LLP has a particular strength in the executive compensation space, where recent highlights saw Gina Lauriero acting for the executive team of FXI Holdings in its acquisition by One Rock Capital Partners, and David Zelikoff advising the executive team of Duff & Phelps on the company’s acquisition by private equity firm Permira. In addition, Gary Rothstein and Mary Hevener advised Dr. Pepper Snapple Group on existing equity employee entitlements and severance arrangements in relation to its $40bn sale to Keurig Green Mountain. Also recommended are practice head Craig Bitman, and Philadelphia-based Amy Pocino Kelly, who acted for Aramark in its $1.4bn merger with Avendra. Daniel Salemi joined the Chicago office from Franczek Radelet. Unless stated otherwise, all named lawyers are based in New York.
Proskauer Rose LLP’s nationwide practice handles the full range of employee benefits and executive compensation issues for high-profile listed companies including Celgene Corporation, Henry Schein and Discovery. In the New York office, Ira Bogner handles the ERISA fiduciary aspects of private fund formations and is involved in big-ticket M&A transactions for financial services companies, entertainment companies and tax-exempt organizations, and Andrea Rattner advised on the definitive agreement concerning Celgene’s $9bn acquisition of Juno Therapeutics. Further, Los Angeles-based Colleen Hart was involved in Ares Management’s $1.6bn acquisition of Convergint Technologies. Washington DC-based Joshua Miller has particular experience of management buy-outs in the healthcare, technology and private equity sphere. New York-based Michael Album is also recommended. Michael Sirkin retired in January 2019.
Headed by Doreen E Lilienfeld, Shearman & Sterling LLP advises on all employee benefits and executive compensation issues in the context of public and private corporate transactions. Recent highlights include acting for LyondellBasell Industry in the $2.2bn acquisition of plastic supplier A. Schulman, and assisting KMG Chemicals with its ongoing $1.6bn acquisition by Cabot Microelectronics Corporation. Representative clients for John Cannon include Danone, Boston Scientific Corporation, SS&C Technologies and Thompson Reuters; in a recent highlight, Cannon and associate Matthew Behrens advised Knauf on its $7bn acquisition of USG Corporation. Also recommended is Linda Rappaport, who acts for clients in the financial services and entertainment sectors including Morgan Stanley, Credit Suisse and Sony. Kenneth Laverriere is noted for his ERISA Title 1 expertise and is instructed by clients including the New York State Deferred Compensation Board, S&P Global and GE. All named lawyers are based in New York.
Clients praised Weil, Gotshal & Manges LLP for its ‘depth of knowledge’ of the employee benefits and executive compensation aspects of upper-market M&A transactions and IPO offerings. Additionally, the ‘responsive and accessible’ team acted in high-profile Chapter 11 bankruptcy filings for clients including A&P, Claire’s Stores and Sears Holdings. Practice head Paul Wessel advised Brookfield Asset Management and Brookfield Property Partners on its $14.4bn common stock acquisition of General Growth Properties, and Michael Nissan, who has particular expertise in the private equity space, advised Mubadala Investment Company on the $4.7bn sale of its 60% equity interest in EMI to Sony. ‘First-class practitioners’ Amy Rubin and associate Amanda Rosenblum are also contacts; Rubin recently assisted Blackstone and Goldman Sachs Merchant Banking Division with its $1.9bn sale of data and technology solutions company Ipreo to IHS Markit. Associate Jennifer Britz is also a name to note. The team was further strengthened with the addition of counsel Ellen Sueda from King & Spalding LLP. All mentioned lawyers are based in New York.
Acting for high-profile private and publicly-traded companies, Winston & Strawn LLP’s 19-partner team brings ‘attention-to-detail and commercial pragmatism’ to major transactions. Practice co-head Scott Landau and associates Maria Kenny and Jennifer Stadler advised private equity firm The Wicks Group on a number of transactions including its acquisition of Nutrionix, and the sale of Gladstone Group Holdings to investment firm The Jordan Company. Chicago-based William Merten heads the ESOP practice and acts for clients including AArete and GreatBanc Trust. Also recommended is Nyron Persaud, who advised on bonus and equity agreements and other employee benefits issues arising from Mind Gym’s $145m IPO on a London Stock Exchange sub-market. Further clients include Water Street Healthcare Partners, Atlas Holdings, Bed Bath & Beyond and A&M Capital Partners. Nancy Gerrie co-heads the practice from Chicago, and David Rogers is the managing partner of the Washington DC office. Named attorneys are based in New York unless otherwise stated.
The team at Dechert LLP was recently strengthened by the addition of fiduciary compliance and prohibited transaction expert Steven Rabitz, who joined the New York office from Stroock & Stroock & Lavan LLP. Rabitz and executive compensation expert Andrew Oringer acts for a number of global financial services firms in fund structuring mandates and related issues requiring compliance with ERISA fiduciary standards. Co-head David Jones sits in the Philadelphia office alongside Eric Rubin, and advises public and private corporations, private equity investors and hedge funds on 280A and 409A tax compliance issues in the context of M&A. Standout transactions include acting for Actua Corporation in its $549m aggregate subsidiary sale, and advising Differential Brands Group on the $1.4bn majority acquisition of Hong Kong-listed licensing business Global Brands Group Holding. New York-based Stephen W Skonieczny is another name to note. Additional clients include Court Square Capital Partners, Credit Suisse Securities, FMC Corporation and Cerberus Capital Management.
Based in Washington DC, the multi-disciplinary practice at Groom Law Group recently advised on a number of pension de-risking exercises and related annuitization transactions, and also assisted with the employee benefit plan implications of multiple corporate spin-offs. Clients praised the team, which includes David Levine and Jeff Witt, for its ‘excellent collaborative culture’ and ‘vast breadth of knowledge’. The practice group was further strengthened in 2019 by the addition of Title 1 ERISA expert Kevin Walsh. Also recommended are Stephen Saxon and executive compensation practice leader Jeffrey Kroh, who were noted for their ‘experience, creativity and responsiveness’. Other key contacts include fiduciary responsibility practice co-head Jennifer Eller, health and welfare practice co-head Jon Breyfogle and managing partner Michael Prame.
Jones Day provides ‘creative and practical advice’ across the spectrum of benefits and executive compensation matters arising from M&A transactions. In particular, clients rated Cleveland-based Tricia Eschbach-Hall and associate Sarah Suma as ‘wonderful assets to the team, who are able to stretch far beyond their comfort zone’. Standout transactions saw Eschbach-Hall advising Marathon Petroleum on its $23.3bn acquisition of Andeavor, and practice co-head Daniel Hagen in New York advising Patrón Spirits International on its $3.4bn sale to Bacardi. Other notable clients include General Motors, Reynolds American and Procter & Gamble. Evan Miller co-heads the practice from Washington DC.
Morrison & Foerster LLP’s compensation, benefits and ERISA practice is headed by Paul Borden, who advises on a wide range of matters relating to employee benefits, fiduciary and prohibited transaction issues arising from M&A transactions. Domnick Bozzetti sits in New York and is a key name for equity and non-equity executive compensation arrangements in the context of mergers and IPOs. Also recommended are of counsel Linda Barrett in Palo Alto, and of counsels Ali Nardali and Amanda Hines Gold. Ann Becchina and Ron Aizen joined the practice from Davis Polk & Wardwell LLP, and Yana Johnson left the firm for Jackson Lewis P.C.. Named lawyers are based in San Francisco unless otherwise stated.
The team at Orrick, Herrington & Sutcliffe LLP acts for an impressive corporate client base, which includes Oracle, Visa, Barclays and Levi Strauss. Recently highlights include advising Github on its $7.5bn sale to Microsoft, acting for Humble Bundle in its sale to IGN, and advising Vettery on its sale to Adecco. San Francisco-based Juliano Banuelos heads the team team and assists Cisco Systems with up to ten acquisitions per year, an example of which is the recent $1.9bn acquisition of Broadsoft. New York-based Laura Becking is advising Nvidia on the winding down of its Icera modem operations subsidiary, and Silicon Valley-based Nancy Chen and Santa Monica-based Michael Yang advising clients such as Pinterest and PagerDuty on their respective IPOs. Other names to note include Jason Flaherty, senior associate Justin Ho and managing associate Keith Tidwell. Jonathan Ocker left the firm for Pillsbury Winthrop Shaw Pittman, LLP.
Pillsbury Winthrop Shaw Pittman LLP saw a number of additions to the team in 2018 including Jonathan Ocker from Orrick, Herrington & Sutcliffe LLP and counsel Jeremy Erickson, who had previously been an in-house attorney at Apple. In a standout matter, New York-based Peter Hunt advised Headwaters Inc on the 280G consequences of its $2.6bn merger into Boral. Hunt also assisted Holtec International with the employee benefits and executive compensation aspects of its acquisition of the Oyseter Creek nuclear facility from Exelon Generation Company. AT&T, BNP Paribas, Hewlett Packard and Chevron are also among the team's clients. Other names to note include Christine Richardson and Cindy Schlaefer, the latter of whom became practice head following Susan Serota’s retirement in 2018. Named attorneys are based in San Francisco unless stated otherwise.
Ropes & Gray LLP’s offering now comprises nine partners nationwide with the promotion of newly made partner Danna Kivell in the New York office. Practice co-head Renata Ferrari leads on executive compensation matters including deferred compensation, severance plans and other mandates arising from M&A transactions. Recent transactional highlights included advising on private equity firm Golden Gate Capital’s acquisition of early-education academy The Learning Experience. Other clients for the office include Dunkin’ Brands Group, Waters Corporation, Vertex Pharmaceuticals and LPL Holdings. Also recommended is co-head Loretta Richard, who has experience of employee benefits mandates, including ERISA and tax matters, acting for public and private companies, benefits committees, compensation committees and HR professionals. Highlights included advising McNally Capital and associated co-investors on the acquisition of Federal Data Systems, and acting for The Weather Group and associated equity holders in the $330m sale of a subsidiary to Entertainment Studios. Other key contacts include Jennifer Rikoski and William Jewett. Named partners are based in Boston unless otherwise stated.
Vinson & Elkins LLP's employee benefits and executive compensation group has ‘the right mix of substantive knowledge, pragmatism and people skills to successfully resolve even the thorniest of legal issues'. ‘Excellent counsellor’ David D’Alessandro heads the team and is advising RSP Permian on its $9.5bn all-stock sale to Concho Resources. In the energy sector, Houston’s Stephen Jacobson handled the benefits arrangements of Talos Energy’s $2.5bn merger with Stone Energy Corporation. Other significant matters saw Houston’s Shane Tucker handling Sailpoint Technologies Holdings’ $240m IPO on the NYSE, and Brian Bloom advising Altagas on its $6.4bn merger with WGL Holdings. Clients singled out Katherine Mull for her ‘great experience and market knowledge’, and also rate associate Gina Hancock as ‘extremely hardworking, knowledgeable and responsive’. Other energy-sector clients include Noble Midstream Partners, Paragon Offshore and Quintana Energy Services. Named partners are based in Dallas unless otherwise stated.
White & Case LLP’s New York-based practice group is regularly involved in complex transactions with cross-border elements. Standout highlights included Henrik Patel advising Inspire Brands on its $2.3bn cash acquisition of drive-in fast food chain Sonic. Further, counsel Kenneth Barr and associate DeVoia Stewart assisted with LifePoint Health’s $5.6bn sale to RCCH HealthCare Partners, which involved section 280G and 409A compliance and retention issues. Also recommended is counsel Tal Marnin, who assisted with FCX Performance’s $768m sale to Applied Industrial Technologies. Also of note, Patel and associate Robin Heszkel were involved in SodaSteam International’s $3.2bn sale to PepsiCo.
The New York-based team at Willkie Farr & Gallagher LLP works with the wider firm’s insurance, private equity and investment funds teams to provide comprehensive employee benefits and executive compensation advice on corporate transactions. Group head Michael Katz advised on a number of significant transactions including Brookfield Business Partners’ $4.6bn agreement to acquire 100% of Westinghouse Electric Company, and Jordan Messinger advised on Protective Life Corporation’s $1.2bn protective agreement to re-insure Liberty Life Assurance Company of Boston. Mark Holdsworth assisted TriTech Software Systems with its Bain Capital funded recapitalization exercise, while Peter Haller leads on ERISA Title 1 matters for asset managers, investment banks, private wealth advisers and investment funds. Additional clients include Citigroup, Genstar Capital, MetLife and HealthEquity. Geri Anne McEvoy was made partner in 2018.
Baker Botts L.L.P.’s employee benefits team is headed by Gail Stewart, who recently advised Rockwater Energy Solutions on the treatment and conversion of employee equity awards in connection with its $1.7bn stock-for-stock merger with Select Energy Services. In addition, Rob Fowler handled the executive compensation aspects (including 280G and 409A compliance issues) of McDermott International’s $6bn cross-border merger with Chicago Bridge & Iron. Eric Winwood and associate Marian Fielding are key contacts in the Dallas office, where recent mandates included advising additives supplier SI Group on its acquisition by private investment firm SK Capital Partners. Further, Mark Bodron handled the equity and incentive awards, 401(k) and pension benefits, welfare benefits and retention issues in relation to Vectren Corporation’s $6bn merger with CenterPoint Energy. Names lawyer are based in Houston unless otherwise stated.
Jointly headed by Houston-based Bruce Jocz and Scott Sanders, the team at Bracewell LLP was recently involved in Great Plains Energy’s $15bn revised stock-for-stock merger with Westar Energy. In addition, Sanders advised Western Refining Logistics on the equity-based compensation aspects of its $1.8bn sale to Andeavor Logistics, and Jocz is acting for Hydro One in relation to its C$6.7bn all-cash acquisition of Avista. The firm is well known for advising clients in the energy and natural resources sector, which have included Apache Corporation, Calpine Corporation, Blue Ridge Mountain Resources and Kinder Morgan.
According to one client, the two-partner team at Cadwalader, Wickersham & Taft LLP stands out for its ‘deeply technical and policy-oriented knowledge of ERISA’. ‘Exceptionally responsive’, the practice group includes Title 1 specialist James Frazier, who counts Morgan Stanley, Bank of America, Barclays and other major financial services institutions among his key clients. David Teigman advises on the full range of employee benefits and executive compensation matters arising from M&A transactions for clients including Elliott Management, Sompo International and Marcato Capital Management. Named lawyers are based in New York.
The team at DLA Piper LLP (US) handles the full range of benefits, compensation and ERISA issues arising from IPOs, ESOPs and M&A transactions. Palo Alto-based Cisco Palao-Ricketts focuses on equity compensation matters, including golden parachute arrangements for household names in the technology and life sciences sector. In addition, Washington DC-based Rita Patel regularly provides ERISA Title 1 advice in relation to transactions for publicly listed companies and private equity funds, and Richard Ashley is the name to note in Chicago. Clients include Axogen, Marriott International, New York University and Verizon.
Gibson, Dunn & Crutcher LLP
The employee benefits and executive compensation practice at Gibson, Dunn & Crutcher LLP is jointly led by Washington DC-based Michael Collins and Palo Alto-based Stephen Fackler. The team regularly advises on the benefits issues arising from M&A transactions, public and private financings, ERISA plan investments and Chapter 11 proceedings. Past work has seen the team acting as legal counsel to Evergreen Coast Capital in its $4.4bn joint agreement with Siris Capital Group to acquire Travelport Worldwide. Other clients have included Marriott, Goldman Sachs, Morgan Stanley, Berkshire Hathaway Energy and Lone Star Investments.
The Boston-based team at Goodwin saw considerable expansion with the promotion of Sarah Bock and the arrival of Rachel Faye Smith from Murtha Cullina LLP. Headed by Scott Webster, the team's standout matters included advising on Amplify Snack’s $1.6bn share sale to Hershey’s, and assisting Varsity Brand with its $2.5bn sale to Bain Capital. In addition, Webster and Natascha George acted for Kensho Technologies in its $686m sale to S&P Global. James Mattus is also recommended. Other key clients include Dimension Therapeutics, Frazier Healthcare and Thompson Reuters.
Hunton Andrews Kurth LLP’s seven-partner practice regularly advises executive teams on their executive compensation, ESOP and employee benefits issues. Houston-based practice head Anthony Eppert advised Layne Christensen Company on its $536m sale to Granite Construction by way of a stock-for-stock transaction; associate Emily Cabrera was also involved in that transaction. Other names to note include Jay Ritter in Richmond and Scott Austin in Dallas.
Maureen Gorman in Palo Alto heads the employment and benefits practice at Mayer Brown, which acts for domestic and international clients across a broad range of industries. A significant matter saw Debra Hoffman assisting The Hartford Group with the integration of 1,800 employees to its benefits scheme following a $1.5 acquisition of an Aetna subsidiary; newly made partner Stephanie Vasconcellos was also involved in that matter. Ryan Liebl advised Envestnet on all benefits and executive compensation matters arising from its $200m acquisition of Folio Dynamix. The team's client base also includes Adapt Pharma, AT&T, Liberty Mutual Insurance and Sempra Energy. Aside from the practice head, in Palo Alto, all named attorneys are based in Chicago.
The employee benefits and executive compensation team at Paul Hastings LLP is headed by Los Angeles-based Stephen Harris, who recently advised Teleperformance on its $1bn acquisition of Intelenet; he also assisted the Dole Food Company with the CEO’s $2bn sale to Total Produce of a 45% stake in the company. Eric Keller leads on matters in the Washington DC office and was recently instructed by Konica Minolta to draft an equity-based compensation plan in connection with a recent acquisition. Dan Stellenberg is a key contact in the San Francisco office, with a recent highlight involving advice on the compensation and benefits-related aspects of private equity firm Francisco Partners’ $2.4bn purchase of Dell Software Group. Other notable clients in the technology sector include Samsung, Sony and Paysafe, while notable private equity clients include Platinum Equity, Marlin Equity and Ashmore Group. Mark Poerio departed the firm for Wagner Law Group.
Vedder Price’s Chicago-based team has been involved in several major transactions and has also seen some personnel additions in 2018. Thomas Desmond handled the employee benefit plan issues arising from Byline Bancorp’s $170m acquisition of First Evanston Bancorp; Daniel McKay, Jennifer Durham King and James Morrissey were also involved in the transaction. Further, Christopher Collins and associate Anna Zielinski assisted with MB Financial’s $4.3bn merger with Fifth Third Bancorp. The firm also has an active ESOP practice, where key contacts include Daniel Lange, who recently joined the team from Dentons. Kelly Starr is another contact in the Chicago office, and Scott Adamson is the name to note in the Los Angeles office. John Jacobson Jr. and Stewart Reifler retired in 2018.
Arent Fox LLP
Quana Jew leads the Washington DC-based team at Arent Fox LLP, which has ‘great technical knowledge’ of drafting profit-sharing plans, deferred compensation arrangements, ESOPs and equity-oriented incentive features. Jew and William Charyk are advising Monsanto on changes to its benefits plans following a $66bn merger with Bayer. The American Bankers Association, Choice Hotels International and Jimmy Choo are other key clients.
Columbus-based Georgeann Peters and Cleveland-based Raymond M. Malone are the key contacts in Baker & Hostetler LLP’s employee benefits practice group, which advises on acquisition and spin-off transactions in the healthcare, oil and gas, IT and manufacturing industries. The team often assists public companies with their executive compensation arrangements, and also advises multi-employer plan fiduciaries with ERISA and ACA compliance.
The Boston-based team at Choate, Hall & Stewart has expertise in drafting retention and severance agreements and executive compensation plans, and also advises on ERISA plan fiduciary matters. Arthur S. Meyers handled ESOP-specific matters relating to AVENIR Global’s acquisition of public relations firm Padilla Speer Beardsley. Wells Miller assisted Miba AG with drafting new employee benefits plans following its acquisition of Smiths Group subsidiary Industrial Bearings. Additional clients include Albany Industries, BV Investment Partners, Riverside Partners and Thompson Steel Company. Louis Marett heads the practice group.
Clifford Chance's New York-based team advises corporates and high-profile C-suite individuals on the full range of employee benefits and executive compensation issues arising from transactions. Clients particularly praised ‘the walking encyclopedia of ERISA knowledge’, Paul Koppel, as ‘one of the most well-rounded benefits lawyers in practice’. A standout matter for Koppel involved advising Credit Suisse on a $8.7bn portfolio of CLO issuances in the US and European markets. Practice head Howard Adler is advising the National Titanium Dioxide Company on its $1.6bn subsidiary sale to Tronox. Clients also noted the team's expertise in Title 1 fiduciary issues.
The employee benefits and executive compensation team at Dentons has particular expertise in advising ERISA plan fiduciaries on their Title 1 investment obligations. Washington DC-based Michael Maryn is a key name for benefits specific issues concerning investment fund formation, and Katharina Babich in Kansas City has experience assisting acquirers and target companies in M&A transactions. Kansas City-based Martin Moderson heads the practice group.
Matthew Renaud heads the Chicago-based team at Jenner & Block LLP, which advises on public spin-off transactions and executive compensation compliance in the context of M&A, including issues such as 409a and 162(m) considerations. Highlights included Renaud advising General Dynamics on its $9.6bn acquisition of IT solutions company CSRA; Raymond Sinnappan and Sarah Haddy were also involved in that matter. Additionally, the team advised snack foods company Snyder’s-Lance on its $4.9bn acquisition by Campbell Soup. Tony Ling left the firm in February 2018.
New York-based Kenneth Raskin heads the ‘highly responsive and capable’ practice at King & Spalding LLP, which regularly advises on ERISA and fiduciary compliance matters arising from mergers, company restructurings and other significant transactions. Newly made partner Laura Westfall assisted with the ERISA aspects of Carroll Organization’s $1bn portfolio acquisition from Lone Star Funds. Additionally, Raskin and Atlanta-based counsel Mark Kelly handled the benefits-related issues arising from HD Supply’s £380m acquisition of construction supplies company AH Harris. Also in Atlanta, ‘excellent adviser’ Samuel Choy is recommended for advising plan sponsors and fiduciary committees on plan investment and de-risking transactions for qualified retirement plans.
Reed Smith LLP
Key contacts in Reed Smith LLP’s employee benefits and executive compensation team include Pittsburgh-based Allison Sizemore and counsel Jennifer Gardner, who recently joined from Cohen & Grigsby, P.C.. The team advises plan sponsors on the full range of benefits issues arising from M&A and other significant corporate transactions. Its diverse client list includes retirement and pension plan sponsors for state entities, portfolio management companies and private companies.
Stroock & Stroock & Lavan LLP
Stroock & Stroock & Lavan LLP revitalized its benefits practice in 2018, with the addition of practice co-heads Patrick Menasco in Washington DC, and Austin Lilling in New York, who joined from Steptoe & Johnson LLP and Katten Muchin Rosenman LLP respectively. The team has been involved in a number of transactions in the banking and finance sector, including Meta Financial’s $316m acquisition of Crestmark Bancorp, and Associated Bank’s $482m acquisition of Bank Mutual. Lilling also handled the benefits and compensation related aspects of CBS Broadcasting’s sale of its Television City production studio asset to Hackman Capital Partners. Of counsel Bruce Gallant and associate Bibek Pandey are also recommended. Marissa Holob recently left to join Kramer Levin Naftalis & Frankel LLP.
The team at WilmerHale works closely with the firm’s transactional and tax lawyers to assist clients with the full range of employee benefits issues in the context of M&A. Key names in the Boston office are Kimberly Wethly and Amy Null, with Scott Kilgore in charge of operations in the Washington DC office. The team’s client roster includes Amundi Pioneer, Analog Devices, Shutterstock, Staples and PerkinElmer.