Firms To Watch: Employee benefits, executive compensation and retirement plans: transactional

The New York-based team at Allen & Overy LLP has extensive expertise in handling complex cross-border M&A transactions. Practice head Brian Jebb specializes in advising companies on incentive compensation plans and employment agreements.

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

Cleary Gottlieb Steen & Hamilton

Sustaining its leading position in the transactional sphere of employee benefits, executive compensation and retirement plans, Cleary Gottlieb Steen & Hamilton provides a comprehensive service in cross-border M&A and major IPOs. The firm routinely provides ongoing counsel to regional and global private equity companies, as well as alternative asset management firms regarding compensation programs and applying ERISA to their investment funds. The team operates out of New York, with Michael Albano and Audry Casusol co-heading the group. The former has vast expertise in handling the executive compensation and benefits aspects of high-profile M&A, along with advising international companies on private equity governance. The latter specializes in assisting public and private companies with the administration of complex compensation arrangements and equity incentive programs. Julia Petty joined the firm from Vinson & Elkins LLP in July 2022, bringing extensive knowledge of managing spin-offs and divestitures, while Elizabeth Dyer’s arrival from Kirkland & Ellis LLP in February 2022 bolsters the team’s ability to support clients with structuring investment vehicles. Counsel Laura Bagarella focuses on annual and periodic compensation disclosure obligations.

Practice head(s):

Michael Albano; Audry Casusol

Other key lawyers:

Julia Petty; Elizabeth Dyer; Laura Bagarella


‘Super thoughtful and business-oriented, and tireless.’

‘Liz Dyer remains a superstar and willing to go the extra mile on all matters.’

Key clients


Allied Universal


International Seaways

Johnson Controls

Voya Financial


Warburg Pincus


Sony Interactive Entertainment

Wag Labs, Inc.

American Tower Corporation

International Flavors & Fragrances

American Express

Brookfield Business Partners L.P.

Post Holdings Inc.


Westlake Chemical Corporation

ACA Group

Work highlights

  • Represented American Express in American Express Global Business Travel’s entry into a definitive business combination agreement with special purpose acquisition company Apollo Strategic Growth Capital, which creates the world’s largest publicly traded B2B travel platform, listed on the New York Stock Exchange under the new ticker symbol “GBTG”.
  • Represented Brookfield Business Partners L.P. together with institutional partners (collectively, Brookfield) in the acquisition of Scientific Games Corporation’s global lottery services and technology business for approximately $5.8 billion.
  • Represented GlobalFoundries , in its initial public offering pricing of 55 million ordinary shares, 30.25 million of which were offered by GF and 24.75 million of which were offered by GF’s existing shareholder, Mubadala Investment Company PJSC (Mubadala), at an initial public offering price of $47 per share.

Cravath, Swaine & Moore LLP

Cravath, Swaine & Moore LLP has in-depth experience of handling complex M&A spanning multiple jurisdictions, along with managing divestitures involving major companies. The group boasts an impressive client list that covers industries ranging from life sciences to media and entertainment, including major names such as Amazon, Johnson & Johnson, and IBM. The head of the New York based group, Eric Hilfers, is highly experienced in providing executive compensation and benefits counsel in connection with M&A, as showcased by his key role in representing Amazon in its $8.45 billion acquisition of MGM. Amanda Hines Gold joined the firm from Morrison Foerster in September 2022, bringing vast expertise in drafting and negotiating severance, along with administering equity incentive plans. Jonathan Katz specializes in advising domestic and international entities in corporate joint ventures and private equity transactions, while Matthew Bobby focuses on complex spin-offs and IPOs, as underlined by his assistance to Johnson & Johnson during the separation of its subsidiary- Consumer Health.

Practice head(s):

Eric Hilfers

Other key lawyers:

Amanda Hines Gold; Jonathan Katz; Matthew Bobby

Key clients




Global Blood Therapeutics


Johnson & Johnson

Lindsay Goldberg



Thermo Fisher


The Walt Disney Company

Work highlights

  • Advised AerCapin on ECB elements of its $30 billion acquisition of GE Capital Aviation Services from General Electric.
  • Providing ECB advice to Johnson & Johnson in connection with the pending separation of its Consumer Health business, which is on track to becoming the largest spin-off in history, and in connection with its pending $16.6 billion acquisition of Abiomed.
  • Provided ECB advice to Thermo Fisher Scientific in its $20.9 billion acquisition of PPD.

Davis Polk & Wardwell LLP

Operating out of New York and Washington DC, the team at Davis Polk & Wardwell LLP specializes in representing many leading companies, financial institutions, and compensation committees in corporate transactions. The firm’s capabilities cover every aspect of executive compensation and employee benefit matters, with particular expertise in advising clients in complex M&A, spin-offs and SPAC transactions. Jeffrey Crandall offers extensive experience on compensation and ERISA matters relating to financial institutions, private equity entities and hedge funds. Practice head Jennifer Conway is highly knowledgeable on IPOs and de-SPACs, assisting international players ranging from European Biotech Acquisition to Brookfield. Kyoko Takahashi Lin regularly aids boards and companies with severance plans and compensatory arrangements, while Travis Triano and Veronica Wissel handle compensation-related matters in M&A and restructuring transactions. Adam Kaminsky is based in DC, where he focuses on executive compensation aspects of private equity matters and ERISA elements of a wide range of corporate transactions. All lawyers are in New York unless otherwise stated.

Practice head(s):

Jennifer Conway

Other key lawyers:

Adam Kaminsky; Veronica Wissel; Kyoko Takahashi Lin; Travis Triano; Jeffrey Crandall

Key clients

Alpha Capital Acquisition

American Well

Ankura Consulting


AssetMark Financial


Baker Hughes

Bansk Group

Bausch Health

Bausch + Lomb

BDT Capital Partners


Bridgepoint Capital


BRP Group

Cornell Capital


DexKo Global

Elliott Management

Emerson Electric

European Biotech Acquisition


General Dynamics


GHK Capital


Goosehead Insurance


Hemisphere Media Group



IHS Markit

InSilico Medicine

Iris Energy

KPS Capital

Kosmos Energy



Lightyear Capital

Loews Corporation



Monarch Alternative Capital

Morgan Stanley


Natus Medical


Ocado Group

One Madison Corporation

Pactiv Evergreen

PJT Partners

PricewaterhouseCoopers (PwC)


Remitly Global


REV Group

Reverence Capital

Roper Technologies

Sallie Mae



Signify Health

Sirio Pharma


SouthState Bank

SS&C Technologies



Tailwind Capital

Takeda Pharmaceutical

Technip FMC

Texas Instruments



Vasta Platform


Verisk Analytics


Virgin Acquisition

Weber-Stephen Products


Work highlights

Debevoise & Plimpton LLP

The ’brilliant’ team at Debevoise & Plimpton LLP is highly regarded in the space, working closely with lawyers from the M&A, leveraged finance, capital markets and tax departments to provide a comprehensive service to clients. The group specializes heavily in handling the executive compensation side of complex multijurisdictional M&A and private equity deals, with practice head Jonathan Lewis regularly representing domestic and international companies on all elements of the deployment of human capital and investment in funds by ERISA pension plans. Lawrence Cagney has vast experience of advising financial services clients and investment funds in major M&As, as showcased by his leading role in Carlyle’s $2bn acquisition of the life sciences investment firm Abingworth. Meir Katz focuses on executive compensation and employee benefits matters across a range of corporate transactions, while Franklin Mitchell routinely assists insurance companies, banks, and asset managers with ERISA fiduciary issues. Michael Snypes advises boards of directors and compensation committees on corporate governance affairs relating to executive compensation, and Washington DC-based Simone Hicks addresses compensation-related securities law concerns. All named attorneys are based in New York, unless otherwise stated.

Practice head(s):

Jonathan Lewis

Other key lawyers:

Lawrence Cagney; Meir Katz; Franklin Mitchell; Michael Snypes; Simone Hicks


‘Brilliant team that collaborates with other firm functions seamlessly to provide the best client service.’

‘Sharp team, creative solutions, understand our needs, very commercial.’

Key clients

Warner Bros. Discovery, Inc.

Spirit Airlines

Clayton, Dubilier & Rice LLC

American International Group

Schneider Electric Holdings, Inc.

The Carlyle Group

Kelso & Company

Solenis LLC (Clayton, Dubilier & Rice portfolio company)

Sun Life Financial Inc.

EQT Exeter

Providence Equity Partners

Oaktree Capital Management

Elliott Management Corporation

Fortitude Re (controlled by The Carlyle Group)

HarbourVest Partners

KKR & Co. Inc.

Blackstone, Inc.

JP Morgan Asset Management

TPG Capital LLC

Morgan Stanley Capital Partners

HCA Healthcare

DoubleVerify, Inc.

Warner Music Group

Resolution Life

Work highlights

  • Advised Discovery, Inc. in the acquisition of WarnerMedia from AT&T in a Reverse Morris Trust transaction that values the combined entity at approximately $130 billion.
  • Advising Spirit Airlines Inc. in its merger with JetBlue Airways Corporation in a transaction valued at $6.6 billion.
  • Advised Clayton, Dubilier & Rice in its acquisition of PwC’s Global Mobility Tax and Immigration Services business, the global leader in employee tax, immigration, business travel, cross-border managed services and payroll solutions to multinational organizations and their employees.

Kirkland & Ellis LLP

Kirkland & Ellis LLP remains a leading firm in the market, with strong expertise in the technology, energy, and gas industries. The team represents domestic and global corporations in all aspects of compensation arising from M&A, recapitalizations, spin-offs, and IPOs, as well as supporting clients on complex employee benefits issues including ESOPs and non-qualified retirement plans. From the Chicago office, Matthew Antinossi focuses on all ERISA-related areas, Alexandra Mihalas handles transactional ERISA matters for private and public entities, and Michael Falk assists clients with qualified and non-qualified retirement plans and equity compensation. New York-based Scott Price is highly experienced at handling executive compensation matters in leveraged buyouts and acquisitions, while Kate Vera deals with Chapter 11 filings and corporate transactions. Jared Whalen operates out of Houston, regularly advising private equity funds on the employee benefits elements of business transactions, and Stephanie Jeane deals with IPOs.

Other key lawyers:

Matthew Antinossi; Michael Falk; Robert Fowler; Stephen Jacobson; Stephanie Jeane; Michael Krasnovsky; Alexandra Mihalas; Rohit Nafday; Maureen O’Brien; Scott Price; Kate Vera; Jared Whalen

Key clients

Vista Equity Partners


TA Associates

Francisco Partners

Work highlights

Latham & Watkins LLP

Maintaining its active position in the transactional space, Latham & Watkins LLP has a high-profile client list that spans a diverse range of industries. The firm has vast expertise in handling corporate transactions, as demonstrated by its representation of Rivian in its IPO, while the team also sees consistent activity in the M&A sphere, including overseeing Global Infrastructure Partners’ recent acquisition of Atlas Renewable Energy. The New York-based department head, Bradd Williamson, has vast experience of advising private equity funds and public companies on all aspects of executive compensation, employment, and benefits in complex corporate transactions. David Della Rocca is based in Washington DC, specializing in representing public and private corporations in spin-offs, IPOs and drafting incentive compensation arrangements, while the ‘outstanding’ Jay Metz operates out of Silicon Valley, handling benefits issues arising within landmark corporate dealings. Both Larry Seymour and Michelle Carpenter work in the Los Angeles office, with the former bringing vast experience of drafting executive arrangements and programs, while the latter regularly guides clients through SPAC deals and M&A. In New York, Austin Ozawa is also noted.

Practice head(s):

Bradd Williamson

Other key lawyers:

David Della Rocca; Larry Seymour; Michelle Carpenter; Jay Metz; Matthew Conway; Julie Crisp; Austin Ozawa


‘Jay Metz is an outstanding executive compensation attorney who combines practical advice and great substantive knowledge with a wealth of experience. He also is able to answer quickly and efficiently. Highly recommended.’

‘They got to know our company very well – they keep our forms, understand what our equity programs look like, our thoughts on how we think about employees, and they understand the importance of the employee experience, especially while doing transactions.’

Key clients


Leonard Green & Partners L.P.

Virgin Orbit, LLC


Centerbridge Partners

Consonance Capital Partners

Ares Management LLC

Odyssey Partners

Intuit Inc.

Authentic Brands Group

Hyatt Hotels Corporation

Endeavor Operating Company

Highgate Hotels L.P.

CPP Investments and OMERS Infrastructure

Cerner Corporation


Renewable Energy Group Inc.

One Rock Capital Partners, LLC

Firehouse Restaurant Group, Inc.


Frontier Airlines

Nordic Capital


SK Capital Partners

Work highlights

  • Advised electric car company Rivian on the compensation and benefits aspects of the largest global IPO since 2014, and one of the largest tech IPOs in history.
  • Advised Virgin Orbit, the responsive launch and space solutions company, on the compensation and benefits aspects of its de-SPAC business combination with NextGen Acquisition Corp. II, a special purpose acquisition company, under which Virgin Orbit became a publicly-traded company.
  • Represented Leonard Green & Partners, and its various portfolio companies, on a number of notable transactions.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

The team at Paul, Weiss, Rifkind, Wharton & Garrison LLP is an integral part of the firm’s wider transactional team, providing comprehensive advice to domestic and international companies in complex M&A and spin-offs. The department represents a wide range of clients, including IBM, MGM, and Chevron, often handling transactions involving highly technical aspects of executive compensation law. Jean McLoughlin co-chairs the group, consistently playing a central role in high-profile M&A and capital market transactions, along with handling issues involving CEO and senior leadership succession and compensation. The other co-chair, Lawrence Witdorchic, regularly advises public companies and private equity firms on all aspects of employee benefits and executive compensation aspects, while Jarrett Hoffman counsels boards of directors and compensation committees. In the Washington DC office, Rebecca Coccaro has vast experience of structuring and negotiating employment compensation arrangements, such as equity incentive and management incentive plans. The highly regarded Andrea Wahlquist Brown joined the practice in mid-2023. All named attorneys are based in New York, unless otherwise stated.

Practice head(s):

Jean McLoughlin; Lawrence Witdorchic

Other key lawyers:

Rebecca Coccaro; Jarrett Hoffman; Andrea Wahlquist Brown


‘Highly experienced and adept at providing valuable strategic counsel on challenging and complex matters.’

‘Rebecca Coccaro. Balanced and calm in challenging negotiations. Provides sound and practical counsel and demonstrates an excellent ability for identifying and addressing all issues / considerations on a matter.’


Key clients

Apollo Global Management

General Motors

Carrier Global

International Business Machines (IBM)

Chevron Corporation


General Atlantic

Nuance Communications

General Electric Co.

Revlon, Inc.

Work highlights

Simpson Thacher & Bartlett LLP

Maintaining its strong position in the space, Simpson Thacher & Bartlett LLP’s team specializes in representing international corporations and private equity funds in multijurisdictional M&A and high-profile IPOs. The firm’s expertise in executive compensation and employee benefits matters relating to corporate transactions has attracted clients in industries spanning from healthcare to fintech. Practice group head Gregory Grogan focuses on executive retention in M&A and IPOs, with a particular emphasis on private equity. Partner Brian Robbins has extensive experience assisting senior executives in connection with the negotiation of employment and termination agreements. David Rubinsky advises major companies such as Hellman & Friedman and KKR on its sales and acquisitions, while Jamin Koslowe frequently helps boards and compensation committees with executive compensation matters. In the Palo Alto office Tristan Brown handles takeovers and corporate mergers, and Andrew Blau helps clients to structure deferred compensation. Jeannine McSweeney focuses on equity-based incentives and retirement plans. All attorneys are New York-based, unless otherwise stated.

Practice head(s):

Gregory Grogan

Other key lawyers:

Brian Robbins; Laurence Moss; David Rubinsky; Tristan Brown; Jamin Koslowe; Andrew Blau; Jeannine McSweeney

Key clients

American Family Insurance

Beach Point Capital

BMC Stock Holdings

BorgWarner Inc.



Dell Technologies

Dorman Products

The Fresh Market


Hilton Grand Vacations

Hilton Worldwide

Ingersoll Rand

ITC Holdings

Johnson Controls

JPMorgan Chase

Laureate Education

Mars, Incorporated


Mass Mutual

McKesson Corporation

Melrose Industries

Meridian Capital

Microsoft Corporation

NN, Inc.

Work highlights

  • Represented Microsoft in its $75 billion acquisition of Activision Blizzard.

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden, Arps, Slate, Meagher & Flom LLP has vast experience of advising public and private companies on issues arising in the context of M&A, de-SPAC transactions, and IPOs. The firm regularly assists domestic and international entities across industries ranging from gaming to real estate, often with respect to the tax efficient structuring of equity compensation arrangements and related shareholder agreements. Regina Olshan leads the team from New York, bringing extensive expertise in guiding private equity clients and members of management through complex spin-offs and leveraged buyout transactions. Joseph Yaffe operates out of Palo Alto, specializing in tax and securities matters in equity compensation arrangements. Erica Schohn and Joseph Penko work in the New York office, with the former regularly aiding clients with corporate governance matters relating to compensation practices, while the latter handles tax rules relating to deferred compensation.

Practice head(s):

Regina Olshan

Other key lawyers:

Joseph Yaffe; Page Griffin; Erica Schohn; Joseph Penko

Work highlights

Weil, Gotshal & Manges LLP

Counting domestic and international corporations among its key list of clients, Weil, Gotshal & Manges LLP specializes in handling the executive compensation and employee benefits aspects of complex M&A, IPOs and private equity transactions. The firm represents a broad range of clients spanning across industries such as real estate, food, and nuclear energy, with the team members advising on all elements of equity and incentive compensation plans. Paul Wessel leads the team from the New York office, focusing on executive compensation matters arising from M&A and financial restructurings. Michael Nissan routinely assists private equity funds and their portfolio companies in structuring management compensation arrangements, while Amy Rubin offers extensive experience of counselling public and private entities on issues surrounding employee benefits. Sarah Downie regularly supports senior executives and companies in the negotiation and drafting of employment and severance agreements. All mentioned attorneys are based in New York. Regina Readling joine from Sullivan & Cromwell LLP in July 2022.

Practice head(s):

Paul Wessel

Other key lawyers:

Michael Nissan; Amy Rubin; Sarah Downie; Regina Readling

Key clients

Advent International Corporation

Iron Mountain Incorporated

Allego Holding B.V.

Jack Creek Investment Corp.

American Securities

Lee Equity Partners


The Kroger Company

Avista Public Acquisition Corp.

Magellan Health, Inc.

Bain Capital Private Equity

Main Event Entertainment, Inc.

Berkshire Partners

Marquee Raine Acquisition Corp.


Maxim Integrated Products, Inc.

Bridgeport Partners

MGM Resorts International

Brookfield Business Partners

Micron Technology, Inc.


MSP Recovery, LLC

ChargePoint, Inc.

NEOGEN Corporation

Cornell Capital

OMERS Private Equity

Covetrus, Inc.

Ontario Teachers’ Pension Plan

CVC Capital Partners

Providence Equity Partners

Eli Lilly and Company


EQT Private Equity




Fortress Investment Group

SkillSoft Corporation

Genstar Capital

TPG Pace Group

Getty Images Inc.

Trasimene Capital Management, LLC

Goldman Sachs

TruArc Partners (f/k/a Snow Phipps Group)

The Gores Group

Vonage Holdings Corp.

Healthcare Merger Corp.

Wejo Limited

Work highlights

Baker McKenzie LLP

The Baker McKenzie LLP team advises clients on the employee benefits, executive compensation, and equity aspects of major cross-border M&A, mass redundancies, and post-acquisition integration. The firm boasts a wide array of major entities on its client list, ranging from international financial service businesses to medical devices manufacturers. Based in San Francisco, Barbara Klementz heads the group, focusing on global equity compensation programs, along with tax and securities law matters, while Sinead Kelly concentrates on the impact of corporate transactions and reorganizations on equity. Denise Glagau advises corporations on tax and legal issues related to offering employee share plans, and in the Chicago office, Brian Wydajewski counsels multinationals on employee benefits and executive compensation. Operating out of Palo Alto, Thomas Asmar handles golden parachute payments and welfare plan matters.

Practice head(s):

Barbara Klementz

Other key lawyers:

Sinead Kelly; Denise Glagau; Maura Ann McBreen; Brian Wydajewski; Thomas Asmar; Aimee Soodan; Lindsay Minnis; Jennifer Kirk; Narendra Acharya; Christopher Guldberg; Kela Shang; Victor Flores; Bianca Lansdown; Jill Guinn; Tulsi Karamchandani; Angélique Poret-Kahn

Key clients

S&P Global

Altimeter Growth Capital


BetterHold Co.


Zimmer Biomet Holdings, Inc

Benesse Holdings


Work highlights

  • Advised S&P Global on the global legal, regulatory and tax issues and considerations with the assumption and conversion of IHS Markit equity awards in the acquisition of IHS Markit by S&P Global.
  • Advised Altimeter Growth Capital , a special purpose acquisition company, as international counsel on its merger with and plan to take Grab Holdings public in the US.
  • Assisting Anaplan with tax and regulatory guidance with respect to the cash out and deferred cash payments in all international jurisdictions.

Fried, Frank, Harris, Shriver & Jacobson LLP

Acting for a portfolio of domestic and global clients, Fried, Frank, Harris, Shriver & Jacobson LLP’s practice covers all aspects of executive compensation and employee benefits issues arising from M&A, restructurings, and public offerings. The department represents the international pharmaceutical company- Merck & Co- along with the major private equity player, Advent International. Jeffrey Ross leads the New York-based team, regularly advising clients on complex fiduciary matters relating to M&As and asset management transactions, as showcased by his representation of AEA Investors in its acquisition of Burke Porter Group. Jason Ertel assists private equity deal teams and individual executives with negotiating and structuring severance and deferred compensation, while Amy Blackman supports public and private companies on employee-related considerations as part of capital market matters.

Practice head(s):

Jeffrey Ross

Other key lawyers:

Jason Ertel; Amy Blackman


‘Deep expertise in their practice area coupled with high quality service culture.’

‘Jeff Ross is an exceptional lawyer. Practical, steeped in details of benefits and compensation law and mindful of the big picture.’

‘The Executive Compensation team is a great partner to us, helping to provide key information, context, and technical expertise.’

Key clients

AEA Investors

Aerie Pharmaceuticals

At Home Group

Becton Dickinson & Co.

Broadstone Net Lease



CVS Health

Douglas Emmett

Emerald Holdings

Equity Commonwealth




Inovar Packaging

Jacobs Engineering



Merck & Co.



Redbird Capital Partners


Simply Good Foods

The Cranemere Group Ltd.


Work highlights

  • Acting for Permira, Advent International, and a group of investors in the $14 billion acquisition of McAfee.
  • Acted as counsel to Humana in its acquisition of the remaining 60% interest in Kindred at Home the subsequent restructuring of the Kindred business to separate out its Hospice and Home Healthcare businesses and subsequent sale of a 60% interest in the Hospice business to CD&R in a transaction valuing the Hospice business at $3.4 billion.
  • Acting for Permira in the $6 billion take-private of Mimecast.

Hogan Lovells US LLP

The team at Hogan Lovells US LLP shows significant strength in the highly regulated industries of technology, real estate, and life sciences, handling all aspects of compensation, employment, and benefits issues arising in complex corporate transactions, particularly regarding cross-border M&A. Co-head Kurt Lawson heads the Washington DC office, regularly assisting private equity funds, insurance companies, and banks on tax-qualified plans and executive compensation, while New York-based co-head Martha Steinman focuses on corporate governance, tax matters, and advising compensation committees and senior management. Michael Frank also co-leads the team, operating out of Silicon Valley, supporting public and private corporations from the technology sector with high-value M&A. Carin Carithers and Meg McIntyre are both based in DC, with the former concentrating on the implementation of welfare benefit and equity compensation plans, and the latter counselling executive and private entities on the intersection between employment and corporate law issues.

Practice head(s):

Martha Steinman; Kurt Lawson; Michael Frank

Other key lawyers:

Carin Carithers; Meg McIntyre

Key clients

VICI Properties Inc.

Kite Realty Group Trust


Walton-Penner Family

Lockheed Martin Corporation





Beaumont Health

Work highlights

  • Advised VICI Properties Inc on its $17.2 billion strategic acquisition of MGM Growth Properties LLC (MGP).
  • Advised Duke Realty Corporation on its approximately $23 billion combination with Prologis Inc.
  • Advised Oracle Corporation on its US$28.3 billion acquisition of Cerner Corporation in an all-cash tender offer for $95.00 per share.

McDermott Will & Emery LLP

McDermott Will & Emery LLP has expertise in advising major domestic and international players on retirement plans, welfare benefits, and ESOPs. The firm’s client base includes healthcare companies, financial service entities and commercial aircraft manufacturers, with the group routinely assisting these corporations with high-value M&A and complex private equity deals. Global practice head Andrew Liazos is based in the Boston office,  bringing vast experience in representing Fortune 500 companies and executive committees in relation to compensation plan governance concerns and fiduciary issues under ERISA. Diane Morgenthaler and Todd Solomon are both based in Chicago, with the former specializing in handling employee benefit issues involved in corporate transactions such as acquisitions and reorganizations, while the latter focuses on counselling fiduciaries on their investment policies. In Dallas, Allison Wilkerson advises on equity compensation plans and profit sharing. In New York, Evan Belosa supports executive officers and employees from the financial services industry with compensation matters.

Practice head(s):

Andrew Liazos

Other key lawyers:

Diane Morgenthaler; Todd Solomon; Allison Wilkerson; Evan Belosa; Jacob Mattinson; Jeffrey Holdvogt; Lisa Loesel; Brian Tiemann

Key clients

VICI Properties Inc.

Kite Realty Group Trust


Walton-Penner Family

Lockheed Martin Corporation





Beaumont Health

Work highlights

  • Advised Healthcare Trust of America on the benefits and compensation aspects of its $18 billion merger with Healthcare Realty Trust.
  • Represented Kaiser Aluminum on the extensive employee benefits, and human resources integration issues, connected to the acquisition of a unit of Alcoa Corp in Indiana.
  • Assisted Anderson Holdings, a private, family-owned, diversified holding company, in the equity and asset sale of its wholesale beverage distribution business, to Clare Holdings, managing all the benefits and compensation issues.

Morgan, Lewis & Bockius LLP

Maintaining its strong position in the field, Morgan, Lewis & Bockius LLP specializes in representing clients from many industries, including education, automotive and technology, in complex M&A and IPO transactions. The firm’s transactional practice provides a comprehensive service to global and domestic clients, demonstrating significant strength in drafting and negotiating employment, severance, and executive compensation agreements. Craig Bitman heads the department, bringing in-depth knowledge of assisting corporations with health and welfare plans and equity compensation from the New York office. From Philadelphia, Amy Pocino Kelly acts as the deputy practice leader, while Robert Lichtenstein handles executive compensation issues arising in spin-offs, and David Zelikoff’s expertise lies in benefits-related negotiations for M&A and private equity buyouts. In New York, Gary Rothstein supports employers, financial sponsors and executives in compensation arrangements, and Austin Lilling focuses on corporate and partnership equity, having joined the firm from Stroock & Stroock & Lavan LLP in October 2022. Washington DC-based Patrick Rehfield concentrates on payroll tax and employee fringe benefits, and in Chicago, Julie Stapel advises clients on ERISA fiduciary issues. Philadelphia-based associate Gena Yoo is noted for her knowledge of prohibited transactions rules.

Practice head(s):

Craig Bitman; Amy Pocino Kelly

Other key lawyers:

Robert Lichtenstein; Austin S. Lilling; Patrick Rehfield; Gary S. Rothstein; Dan Salemi; Julie K. Stapel; Mims Maynard Zabriskie; David Zelikoff; Gina Lauriero; Erin Randolph-Williams; Sage Fattahian; Carley Clark; Rachel Mann; Gena Yoo

Key clients

Frontline Education


Rue Gilt Groupe

Greater Sum Ventures

Infinity Biologix

KONS MSO Holdings, LLC


Work highlights

  • Advised Rue Gilt Groupe, Greater Sum Ventures, Infinity Biologix on a range of corporate, regulatory, M&A, securities, and employee benefits and executive compensation issues.
  • Represented the management of Frontline Education in Thoma Bravo’s sale of the portfolio company to Roper Technologies Inc. for $3.725 billion.
  • Represented the management team of Ellucian in the company’s sale to Blackstone and Vista Equity Partners, advising Ellucian’s management team with regard to employment, equity, and compensation issues.

Proskauer Rose LLP

Counting Fortune 500 companies, CEOs of public and private corporations, and C-Suite executives among its list of clients, the Proskauer Rose LLP team has vast expertise in handling all aspects of compensation relating to complex spin-offs and M&A, with a nationwide team advising on all tax, securities, corporate governance, ERISA, and employment law issues. New York-based Andrea Rattner is highly experienced in counselling on benefits matters arising in all types of corporate transactions, while Ira Bogner frequently provides ERISA fiduciary practice expertise in connection with private fund formations. In Los Angeles, Colleen Hart advises executives and boards of directors on the tax planning and securities aspects of employee benefits and compensation matters. From Washington DC, Seth Safra assists clients with their health and welfare plans, and co-heads the team together with Paul Hamburger, who focuses on employee benefit plan-related matters. Robert Projansky, who operates out of the New York office, is knowledgeable on tax-qualification of ERISA-covered pension and welfare plans.

Practice head(s):

Paul Hamburger; Seth Safra

Other key lawyers:

Andrea Rattner; Ira Bogner; Colleen Hart; Justin Alex; Kate Napalkova; Oleg Zakatov; Katrine Magas; Robert Projansky

Key clients

Henry Schein, Inc.

Sports Transactions


Financial Transactions

Morgan Stanley



Willard Ahdritz, Founder and Chairman of Kobalt

AdHoc Group

Church & Dwight


Work highlights

Ropes & Gray LLP

Ropes & Gray LLP offers vast experience of representing domestic and global companies on every element of executive compensation and employee benefits issues arising in high-end M&A and complex IPOs. The firm’s expertise primarily lies in the life sciences, private equity, and financial services industries, boasting global clients such as LianBio and TriArtisan Capital Advisors. Boston-based Renata Ferrari co-heads the group, specializing in structuring equity-based awards and deferred compensation plans, while co-head, Alexandra Alperovich, handles the benefits and executive compensation aspects of M&A from the New York office. In San Francisco, Ellen Sueda has in-depth knowledge on incentive plans and executive employment. Based in Boston, Jennifer Rikoski advises clients on benefit plans, and Loretta Richard supports clients on equity-related compensation issues. Joshua Lichtenstein and Danna Kivell operate out of New York, with the former focusing on ERISA matters, and the latter on employment and severance issues. Pascal Mayer was promoted to partner, and Christa Sanchez to of counsel, in November 2022.

Practice head(s):

Renata Ferrari; Alexandra Alperovich

Other key lawyers:

Jennifer Rikoski; Ellen Sueda; Loretta Richard; Joshua Lichtenstein; Danna Kivell; Matt Jones; Jennifer Cormier; Kyle Higley

Key clients

TPG Capital

Bain Capital

American Industrial Partners

iCapital Network

New Mountain Capital

Cove Hill Partners

Harvest Partners

Collaborative Fund Management

Tribune Media Company

Vertex Pharmaceuticals

The TJX Companies

New York University

Silver Lake Partners

Advent International

Genstar Capital

Aquiline Capital Partners

Shearman & Sterling LLP

Shearman & Sterling LLP advises public and private companies, along with corporate boards and committees, on the full spectrum of governance issues relating to compensation, attracting notable clients from a wide range of industries, including technology, airlines, and agricultural products. New York-based practice head Doreen Lilienfeld is highly experienced in representing domestic and international entities with respect to compensation matters involved in M&A and IPOs, as evidenced by her leading role in Local Bounti Corporation’s $122.5 million acquisition of Hollandia Produce Inc. John Cannon has expertise in all aspects of corporate governance, compensation, and employment law, enabling him to regularly support start-ups in the biotechnology sector, while Gillian Emmett Moldowan focuses on issues that arise at the intersection of human capital management and corporate governance. Sam Whitaker was promoted to partner in July 2022. All attorneys mentioned are in New York.

Practice head(s):

Doreen Lilienfeld

Other key lawyers:

John Cannon; Gillian Emmett Moldowan; Sam Whitaker

Key clients

AcelRx Pharmaceuticals

Chesapeake Energy Corporation

Community Counseling Service Co.

eGroup Holding Company, LLC

EPIC Insurance Brokers and Consultants

Fairfax Financial Holdings Limited

Fenway Sports Group

JetBlue Airways

Kroll Bond Rating Agency LLC

LBO France and Yarpa

Local Bounti Corporation

OMERS Infrastructure

Pierpont Capital Holdings LLC, Stone Point LLC, General Atlantic LLC and Amherst Holdings LLC Technologies, Inc.

SPX Technologies, Inc.

Sumitomo Mitsui Banking Corporation

Tarsadia Capital

TPG Inc.

Work highlights

  • Advised TPG Inc. on the executive compensation, equity incentive, and senior executive and founder retention matters and related corporate governance and disclosure considerations in connection with TPG’s initial public offering of 33,900,000 shares of common stock at a price to the public of $29.50 per share, resulting in total gross proceeds of approximately $1 billion.
  • Advising JetBlue Airways in its successful hostile pursuit of Spirit Airlines in a transaction expected to alter the industry landscape.
  • Advised Fenway Sports Group (FSG) on the benefits aspects of its acquisition of the controlling interest in the Pittsburgh Penguins hockey team.

Fenwick & West LLP

Fenwick & West LLP represents domestic and international entities from the life sciences, technology, and media sectors in corporate transactions ranging from M&A to IPOs, with the firm’s client list includes notable names including Buzzfeed, Cisco Systems and Twilio. Shawn Lampron leads the team from Silicon Valley, bringing vast experience of handling equity and cash compensation arrangements and employment agreements, while Marshall Mort focuses on negotiating financing and employment agreements. Nancy Chen deals with tax, securities and employment issues related to equity-based compensation, and Gerald Audant negotiates termination packages for both employers and management. From New York, Matthew Cantor routinely advises clients on Section 409A deferred compensation and Section 280G parachute payment issues, and Elizabeth Gartland assists companies with compliance and reporting. All attorneys are based in Silicon Valley unless otherwise stated.

Practice head(s):

Shawn Lampron

Other key lawyers:

Nancy Chen; Gerald Audant; Marshall Mort; Elizabeth Gartland; Matthew Cantor


‘This Fenwick group is the best I have worked with in these areas. Their subject matter, industry best practice and benchmarking knowledge, and ability to provide practical and actionable advice surpass other firms.’

‘Shawn Lampron, practice chair, is among the best lawyers with whom I’ve ever worked. She sets the standard individually and for the team for expertise, ability to lead complex matters and transactions, communication, and responsiveness.’

Key clients

Nextdoor Holdings, Inc.

Buzzfeed, Inc.

Clif Bar & Company

Securonix, Inc.

Twilio, Inc.

GitLab, Inc., Inc.

SentinelOne, Inc.

DICE Therapeutics, Inc.

Jam City, Inc.


Airship, Inc.

Calm, Inc.

Cisco Systems, Inc.


Streamlit, Inc.

Tile, Inc.

UserTesting, Inc.

Work highlights

  • Advised Nextdoor on employee benefits and executive compensation aspects arising from its public listing on the New York Stock Exchange after completing a business combination agreement with Khosla Ventures Acquisition Co. II.
  • Advised Clif Bar & Company in its acquisition by Mondelēz International for $2.9 billion with additional contingent earnout consideration.
  • Represented BuzzFeed in relation to executive compensation and employee benefits matters arising from its agreement to merge with 890 Fifth Avenue Partners Inc.

Freshfields Bruckhaus Deringer LLP

Advising clients from the technology, pharmaceutical, and manufacturing industries, Freshfields Bruckhaus Deringer LLP handles employee benefit and executive compensation aspects of complex M&As, IPO and de-SPAC transactions, as showcased by the firm assisting Google in its $5.4bn acquisition of Mandiant. In New York, both Lori Goodman and Nicole Foster co-head the department, with the former regularly leading on the employee benefits elements of many large global transactions, and the latter focusing on providing cross-border executive compensation advice. In the Silicon Valley office, Brandon Gantus  was promoted to partner in August 2022, and is highly experienced at supporting clients on the design, drafting and administration of equity-based compensation programs, while counsel Sarah Ghulamhussain  works with technology and life sciences companies.

Practice head(s):

Lori Goodman; Nicole Foster

Other key lawyers:

Brandon Gantus; Sarah Ghulamhussain

Key clients



BP p.l.c.

Stanley Black & Decker



AmerisourceBergen Corporation


Rayner Surgical



CarLotz, Inc.



Underwriters of Samsara

TriNet Group

Public Companies


Work highlights


Goodwin has great experience in handling cross-border M&A and fund structuring mandates, and is especially ‘well known in the technology space’, along with the investment and private equity sectors. Patrick Menasco co-heads the team from Washington DC, bringing extensive knowledge on Title I of ERISA and pension investment plans, while fellow co-head, Boston-based James Mattus, advises public and private companies in structuring and administering equity-based compensation plans. From the Silicon Valley office, Lynda Galligan, focuses on assisting emerging growth companies in the technology and life sciences industries, and in Boston, Natascha George has great experience in supporting clients with executive employment and consulting arrangements. From Silicon Valley, the ‘very responsiveGrace Wirth deals with tax and securities law issues and Cisco Palao-Ricketts concentrates on compensation and benefits elements of corporate transactions. San Francisco-based Heather Brookfield is also noted.

Practice head(s):

Patrick Menasco; James Mattus

Other key lawyers:

Lynda Galligan; Natascha George; Sarah Bock; Monica Patel; Grace Wirth; Cisco Palao-Ricketts; Heather Brookfield;


‘Well known in the technology space.’

‘Grace Wirth — very responsive and easy to work with.’

Key clients

Advent International


Blueprint Medicines

Brookline Bancorp, Inc.

Circle Internet Financial, Inc.

Citrix Systems

Deliverr, Inc.

Innovium, Inc.

Intermediate Capital Group (ICG)

ThredUp Inc.

Work highlights

  • Advised Advent International on its fundraising for its flagship fund, Advent International GPE X, which reached its hard cap of $25 billion in commitments after less than six months in the market.

Orrick, Herrington & Sutcliffe LLP

Noted for its expertise in the technology and miscellaneous manufacturing industries, Orrick, Herrington & Sutcliffe LLP provides a comprehensive service on all compensation aspects of SPAC mergers and equity-sponsored acquisitions, with the firm’s client roster including notable international companies such as Barclays, Beyond Meat, and Microsoft. Juliano Banuelos chairs the compensation and benefits group from San Francisco, routinely advising public and private corporations on executive compensation and governance matters, while Jason Flaherty handles benefit aspects of high-value SPAC mergers. New York-based Laura Becking’s expertise lies in supporting international corporations on global HR and compensation matters, and in Silicon Valley, Christine McCarthy counsels on equity and executive compensation plans. Operating out of San Francisco, J.T. Ho provides support on securities law compliance and executive compensation.

Practice head(s):

Juliano Banuelos

Other key lawyers:

Laura Becking; Jason Flaherty; Christine McCarthy; J.T. Ho; Michael Yang; Michael Wiesner

Key clients

Cisco Systems

Dave Inc.


SOC Telemed

Workday, Inc.

Local Bounti

Keysight Technologies

Varian Medical Systems

Warburg Pincus


Oracle Corporation


Beyond Meat




HCW Biologics



Work highlights

  • Advises Microsoft on equity compensation, including drafting SEC comment addressing issues with new process regarding Section 16 filings and equity plan proposal and S-8 registration statement.
  • Advised Betterment, a goal-based online investment company since 2016 on all aspects of its employee compensation needs, including executive transition matters.

Vinson & Elkins LLP

Vinson & Elkins LLP works closely with its corporate teams to address all executive compensation and benefits issues arising in M&A, SPAC transactions and IPOs. The department shows strength in the energy and oil and gas sectors, advising key clients such as Talos Energy Inc. and MN8 Energy LLC. Practice head David D’Alessandro operates out of both the Dallas and Houston offices, advising companies on the implementation of executive contracts on tax and securities issues. Shane Tucker and Dario Mendoza are based in Dallas, with the former handling private equity sponsored work, while the latter focuses on assisting REITs and boards of directors on compensation and benefits matters. Patricia Adams and Joo Hyun Lee have both joined the firm in New York from Simpson Thacher & Bartlett LLP, bringing vast expertise on compensation-related aspects of corporate transactions.

Practice head(s):

David D’Alessandro

Other key lawyers:

Shane Tucker; Joo Hyun Lee; Patricia Adams; Dario Mendoza; Maddison Riddick


‘They are experienced and stay on top of current and emerging trends in this area. They are good about “seeing around corners.”’

‘Dario Mendoza and Maddison Riddick are great. They source work appropriately to the relevant expertise need, are efficient and give practical advice.’

The team is knowledgeable and deeply experienced in the area. They are able to counsel on creative solutions and give real-time feedback on what works and doesn’t as it relates to unique situations.

David D’Alessandro is one of the most experienced, friendly and responsive partners I’ve worked with in any context.

Key clients

BCP Raptor Holdco, LP

The Blackstone Group, L.P.

Switchback II Corporation

Avangard Innovative LP

Talos Energy LLC

Enable Midstream Partners, LP

Chord Energy Corporation

Sitio Royalties Corp.

The Goldman Sachs Group, Inc.

ProFrac Holdings LLC

Riverstone Holdings L.L.C.

Brookfield Renewable Power Inc.

MN8 Energy LLC

Harold Hamm Family LLC

CENAQ Energy Corp.

Brigham Minerals, Inc.

Preferred Apartment Communities, Inc.

Work highlights

  • Advised BCP Raptor Holdco, LP, the parent company of EagleClaw Midstream, a Blackstone and I Squared Capital portfolio company, in its $9 billion combination with Altus Midstream, now Kinetik.
  • Advised Blackstone Energy Partners in its majority investment in Geosyntec Consultants, Inc.
  • Advised Switchback II Corporation in its $2.3 billion business combination with Bird Rides, a leader in shared short-range, environmentally-friendly electric transportation, making it a public company.

White & Case LLP

White & Case LLP offers in-depth experience in the space, representing major players in the energy, technology and biotech industries in employment and compensation aspects of multijurisdictional M&A and complex de-SPAC mergers, advising on the full spectrum of compensation and employee benefit matters to major international corporations, including Saudi Arabian Oil Company, Zimmer Biomet and Inoapps Limited. Global head Henrik Patel has vast expertise on compensation and benefits-related aspects of private equity and leveraged buyout transactions, while Tal Marnin specializes in assisting private equity sponsors on structuring management compensation in major corporate transactions. Victoria Rosamond focuses on drafting and negotiating executive employment arrangements, as well as supporting clients on benefits-related tax and securities law. All attorneys mentioned are based in New York. Laura McDaniels left the practice in October 2022.

Practice head(s):

Henrik Patel

Other key lawyers:

Tal Marnin; Victoria Rosamond; Peter Shelburne


‘The team is highly knowledgeable and responsive. They are also able to communicate in a manner that is understandable and not laced with tax code section references.’

‘The members of the team we have been exposed to so far, Vicky Rosamond and Peter Shelburne, have been nice to work with and highly responsive while also being respectful of our time and schedules.’

‘White & Case is unique in that they possess deep expertise, excellent judgment, and are able to simplify complexity for its clients. Under Henrik Patel’s leadership, they communicate concisely and in a straight-forward manner, even when matters are complex. The firm’s excellent judgment and situational analyses allow for deals to get done. It takes great expertise and maturity to bring this wonderful set of attributes to its clients.’

‘Henrik Patel, partner at White & Case LLP, possesses deep knowledge across legal matters, employment practices, business matters, and contracts. His judgment and ability to balance the “legal” versus the “practical” make him an invaluable business partner. His deep legal knowledge coupled with his broad client portfolio allows him to form elegant and straight-forward solutions to challenging situations.’

Key clients

VPC Impact Acquisition Holdings III, Inc.

Invenergy Renewables Holdings LLC

Saudi Arabian Oil Company

Atlas Arteria Limited

Sempra Energy

Zimmer Biomet Holdings, Inc.

Apollo Capital Management LP

Artemis Strategic Investment Corporation

Macquarie Infrastructure Holdings

Dominus Capital

EOFlow Inc.

DIF Capital Partners

Creative Artists Agency, LLC

Elevance Health

Avianca Group International Limited

Inoapps Limited

Avast PLC

Work highlights

  • Represented VPC Impact Acqusition Holdings III, Inc on its approximately $4 billion business combination with Dave Inc.
  • Represented the founder and controlling Manager of Invenergy Renewables Holdings LLC in connection with an approximately $3 billion equity investment from Blackstone, Inc.
  • Represented Saudi Arabian Oil Company on its entry into an Equity Purchase Agreement with US-based automotive services provider Valvoline Inc. to acquire Valvoline Inc.’s Global Products Business for $2.65 billion, subject to certain customary adjustments as set forth in the Equity Purchase Agreement.

Willkie Farr & Gallagher LLP

Willkie Farr & Gallagher LLP acts for major domestic and international clients, ranging from Fortune 500 companies to private equity sponsors, on complex executive compensation aspects of high-value M&A, SPAC transactions and private equity matters across industries ranging from healthcare to retail. New York-based Michael Katz and Jordan Messinger co-head the team, with the former bringing vast expertise on compensation-related issues arising in leveraged buyout transactions and divestitures, while the latter regularly assisting boards of directors and compensation committees with tax and securities law. Alexander Ryan works in Washington DC, specializing in ERISA Title I matters, while San Francisco-based Scott Thompson has significant experience in designing equity compensation and performance bonus plans.

Practice head(s):

Michael Katz; Jordan Messinger

Other key lawyers:

Alexander Ryan; Scott Thompson

Key clients

Alleghany Corporation

Analytic Partners

Arevia Power

Franklin Templeton

Genstar Capital

Insight Partners

HealthEquity, Inc.

Hudson’s Bay Company

Take-Two Interactive Software

Truist Insurance Holdings, Inc.

Xerox Corporation

Work highlights

Winston & Strawn LLP

Winston & Strawn LLP is highly specialized in handling complex M&A, qualified retirement plans and Title I investment advice for domestic and global clients. The firm demonstrates substantial expertise in the private equity space, consistently attracting major players such as Court Square Capital Partners and Veritas Capital. Chicago-based Joe Adams co-chairs the team, advising corporations on the drafting and operation of 401(k) and profit-sharing plans, while the other co-chair, Scott Landau, represents private equity firms and public companies in divestitures and restructurings from the New York office. Jennifer Stadler is also in New York, focusing on the design and implementation of equity and incentive compensation plans, while Chicago-based Amy Gordon supports clients on their self-funded and insured health plans. Maria Kenny handles executive employment agreements and welfare benefit plans from New York. Bill Merten retired from the firm in 2022.

Practice head(s):

Joe Adams; Scott Landau

Other key lawyers:

Amy Gordon; Susan Nash; David Rogers; Jennifer Stadler; Steve Flores; Anne Becker; Maria Kenny; Caitlin Baranowski

Key clients

Abbott Laboratories

Argand Partners


Brookfield Asset Management

Court Square Capital Partners


Eos Partners

GenNx360 Capital Partners

Hudson Hill Capital

The Jordan Company

Lear Corporation

Meredith Corporation

Northern Trust

Restaurant Brands International

Revelstoke Capital Partners

TreeHouse Foods

Thomas Publishing Company

Veritas Capital

Vistria Group, LP

Water Street Healthcare Partners

Work highlights

  • Represented Danfoss in its acquisition of Eaton’s Hydraulics business for a cash purchase price of $3.3 billion.
  • Advised a consortium of large companies regarding student loan debt and retirement plans, including organizing meetings with the Department of Treasury and IRS officials and in meeting with the Senate Finance Committee regarding pending legislation.

Baker Botts L.L.P.

Counting domestic and global energy companies among its key clients, Baker Botts L.L.P.’s team has extensive expertise on the full range of employee benefits and executive compensation matters involved with cross-border M&A and high-profile IPOs. Houston-based co-head Gail Stewart is highly experienced in assisting clients with the design and implementation of equity-based incentive programs- as showcased by her key role in advising Liberty Latin America on its adjustment of equity awards- while Dallas-based tax specialist, Stephen Marcus, also co-leads the group. From the Dallas office, Jason Loden supports public and private entities on all compensation and benefit elements of M&A, while special counsel David Schiller focuses on employee benefit related areas of IPOs and credit agreements. In New York, Robin Melman helps clients to navigate the relevant corporate governance and tax issues, and associate Katie Birnhak is noted as key.

Practice head(s):

Gail Stewart; Stephen Marcus

Other key lawyers:

Jason Loden; Robin Melman; David Schiller; Jennifer Trulock; Gabriela Alvarez; Katie Birnhak


‘Robin Melman is a very strong and practical practitioner.’

‘Baker Botts is a long-term partner who provides consistent and knowledgeable ERISA expertise.’

‘Jason Loden – very responsive, thorough/detailed, strong ERISA knowledge and understands our various long-standing plans.’

‘Gabby Alvarez – responsive and detailed oriented.’

‘Both individuals are client focused and pleasant to work with.’


Key clients

BKV Corporation

Bristow Group Inc.

Cactus, Inc.

CenterPoint Energy, Inc.


Coterra Energy Inc.

CTF Development, Inc.

Eagle Materials Inc.

Enlink Midstream, LLC / Enlink Midstream Partners, LP

GCI Liberty, Inc.

Hines Interests Limited Partnership

IBEW-NECA Southwestern Health & Benefit Fund


Jones Energy II, Inc.

Liberty Broadband Corporation

Liberty Latin America

Liberty Media Corporation

Liberty TripAdvisor Holdings

MGM Growth Properties LLC

Murphy Exploration & Production Company

Museum of Fine Arts, Houston

Noble Corporation PLC

Occidental Petroleum Corporation

Oceaneering International, Inc.

Official Black Wall Street

Qurate Retail, Inc.

Schlumberger Limited

Southern Company Gas

Southern Methodist University

Summit Midstream Partners, LP

Sunnova Energy Corporation

Westlake Chemical Corporation

WW International, Inc.

Zix Corporation

Work highlights

  • Represented MGM Growth Properties on all aspects of the executive compensation and employee benefits matters during VICI Properties Inc’s acquisition of MGM Growth Properties LLC.
  • Advised Cabot Oil & Gas Corporation in its $17 billion merger with Cimarex Energy Co.
  • Represented CenterPoint Energy, Inc. in the $2.15 billion successfully completed the sale of its natural gas distribution utilities in Arkansas and Oklahoma to Summit Utilities, Inc.

Cadwalader, Wickersham & Taft LLP

Cadwalader, Wickersham & Taft LLP advises major corporations, private equity sponsors and compensation on a full range of issues affecting executive compensation and benefits decisions. The team’s is highly experienced in handling M&A, divestitures, spin-offs and private equity investments for domestic and international players, including Credit Suisse and Morgan Stanley. Practice head James Frazier has vast expertise in assisting clients with the structuring of investment vehicles and products offered in employee benefit plans, while Michael Bergmann focuses on executive compensation and employee benefit arrangements arising from corporate transactions. The former is based in New York, and the latter operates out of the Washington DC office.

Practice head(s):

James Frazier

Other key lawyers:

Michael Bergmann

Key clients

Bank of America



Credit Suisse

Forbes Global Media Holdings Inc.

Integrity Implants Inc. (d/b/a Accelus)

Mantle Ridge


Morgan Stanley

Politan Capital Management

Portico Capital Advisors

Two Harbors Investment Corp. and Matrix Financial

Services Corporation

Cooley LLP

The ‘very practical, responsive and mindful’ team at Cooley LLP has vast experience of advising clients ranging from emerging growth companies to large public corporations on M&A and SPAC transactions, demonstrating significant strength in the life sciences and media industries and acting for notable clients such as Arena Pharmaceuticals, Grindr, and Alvotech. Amy Wood heads the team from San Diego, and Los Angeles-based Barbara Mirza regularly supports companies on executive compensation and employee benefits matters in major IPOs, as showcased by her leading role on Braze’s $572m IPO. In San Francisco, Blake Martell advises private companies on equity compensation issues, while Alessandra Murata operates out of Palo Alto and is praised as a ‘deep technical expert’ on benefits elements arising in venture capital and leveraged buyout transactions. In the New York office, Nyron Persaud acts for companies on corporate governance and regulatory requirements.

Practice head(s):

Amy Wood

Other key lawyers:

Barbara Mirza; Blake Martell; Alessandra Murata; Megan Arthur Schilling; Nyron J. Persaud


‘The Cooley team gives practical advice that helps businesses navigate the law to find scalable solutions.’

‘Ali Murata is a deep technical expert in her area with the strong ability to flex between high level actionable advice for business leaders and getting to the appropriate level of the nitty gritty when it is time to execute.’

‘This team is very practical, responsive, and mindful of dynamics.’

Key clients

Arena Pharmaceuticals

Meredith Corporation

Turning Point Therapeutics, Inc.

Grindr, Inc.



Braze, Inc.

Sweetgreen, Inc.

Allbirds, Inc.

Cortexyme, Inc.




Work highlights

  • Advised Arena Pharmaceuticals on its definitive agreement to sell to Pfizer for $6.7 billion, which involved particularly complex executive compensation issues and analysis.
  • Represented Meredith Corp. in the $2.7 billion acquisition of its National Media Group by IAC’s Dotdash, as well as representing Meredith Corp. in the $2.8 billion sale of its Local Media Group to Gray Television.
  • Advising Turning Point Therapeutics on the employee benefits and executive compensation elements of its definitive agreement to be acquired by global biopharmaceutical company Bristol Myers Squibb.

DLA Piper LLP (US)

Counting major technology and software companies among its key clients, DLA Piper LLP (US) has in-depth experience of advising on ERISA, executive compensation, and benefits aspects of M&A and equity arrangements, with standout work for the likes of Mozilla, Humana, and Stripe. practice head Rita Patel regularly advises domestic and international companies on complex regulatory frameworks, including ERISA, Section 409A, and 280G. Julia Kovacs’ expertise lies in supporting clients with health and welfare benefit plans, while Michelle Lara provides comprehensive advice with respect to the design and implementation of cash incentive plans and severance arrangements. Associate Mary Claire Blythe handles securities laws related to pension and welfare. All attorneys are based in Washington DC.

Practice head(s):

Rita Patel

Other key lawyers:

Julia Kovacs; Michelle Lara; Mary Claire Blythe

Key clients

Bowlero Corporation

Venetian Las Vegas


Halma Holdings

The Children’s Place

Goya Foods


HC Salon Holdings (Hair Cuttery)



Work highlights

  • Represented Humana in its $5.7 billion acquisition of Kindred at Home.

Hunton Andrews Kurth LLP

Hunton Andrews Kurth LLP specializes in handling the whole spectrum of executive compensation and employee benefits matters arising in complex M&A and SPAC transactions. The team has vast experience of assisting domestic and international corporations across the finance, real estate, and energy sectors, with notable clients such as Sunlight Financial and DTE Energy. Austin-based Anthony Eppert co-heads the group, focusing on ESOPs and employee benefit arrangements, while the other co-head, Scott Austin, regularly advises on qualified retirement plans and executive employment agreements from the Dallas office. Kelly Ultis works in Houston, assisting companies with the design and implementation of new plans, and Jessica Agostinho supports clients with tax-qualified retirement plans from Washington DC. Counsel Michelle Lewis is also noted, operating out of DC.

Practice head(s):

Anthony Eppert; Scott Austin

Other key lawyers:

Kelly Ultis; Jessica Agostinho; Michelle Lewis

Key clients

Kaleo, Inc.

Utica Mutual Insurance Company

Neiman Marcus

Oncor Electric Delivery Company

NuStar Energy

Vista Corp.

Texas Instruments

Valero Energy

MV Transportation, Inc.

Alkami Technology, Inc.

Spirit of Texas Bancshares, Inc.

Sunlight Financial LLC

Oncor Electric Delivery Company LLC

Neiman Marcus Group

NuStar Energy

Texas Children’s Hospital

Texas Instruments Incorporated

Valero Energy Company

Vistra Corp

ESW Parent, Inc.

DTE Energy Company

Smithfield Foods, Inc.

Work highlights

  • Represented Spirit of Texas Banchares, Inc. in connection with its sale to Simmons First National Corporation.
  • Advised Kaleo, Inc. in connection with their sale to Marathon Asset Management, L.P., including advising on Section 280G issues.
  • Advised ESW Parent, Inc. on its acquisition of Scalefast.

Jones Day

Acting for domestic and global corporations from the energy, manufacturing and private equity sectors including OGE Energy Corporation, Avient Corporation, and Parker Hannifin Corporation, Jones Day’s team has extensive expertise in every aspect of executive compensation and employee benefits issues occurring in cross-border M&A. In the Cleveland office, Patricia Eschbach-Hall and Daniel Hagen are experienced in negotiating employment, severance and change in control agreements, along with implementing equity plans and welfare benefits. Also in Cleveland, Laura Bigler focuses on executive compensation and ERISA transactional matters, while Rory Lyons advises public and private entities on the tax aspects of acquisitions and joint ventures from the Atlanta office.

Other key lawyers:

Patricia Eschbach-Hall; Daniel Hagen; Laura Bigler; Dean Bachus; Rory Lyons; Evan Miller; Kevin Noble; Lindsay Murphy; Elizabeth Vitale

Key clients

OGE Energy Corporation

Avient Corporation

Eastman Chemical Company

Owens Corning

Parker Hannifin Corporation

The Timken Company

The Aaron’s Company, Inc.

Kramer Levin Naftalis & Frankel LLP

Praised for its work in middle market M&A and complex restructurings, Kramer Levin Naftalis & Frankel LLP represents reputed financial services clients and investment funds. The key clients include Focus Financial Partners, BlackRock, and Sabal Capita Partners, with the team’s co-head, Marissa Holob, regularly providing bespoke advice regarding employment agreements and deferred compensation arrangements. The other co-head, Robert Holtzman, assists corporations with employment issues that arise in connection with corporate transactions, while special counsel Avram Cahn focuses on tax and securities law considerations associated with plan investments. Associate Sumaya Ullah Restagno is also noted for her handling of welfare plans. All named attorneys are based in New York.

Practice head(s):

Marissa Holob; Robert Holtzman

Other key lawyers:

Avram Cahn; Sumaya Ullah Restagno

Key clients

The NPD Group

Official committee of unsecured creditors of the Boy Scouts of America

Parent Ad Hoc Claimant Group in LATAM Airlines bankruptcy

Focus Financial Partners Inc.

Official Committee of Unsecured Creditors of Brazos Electric Power Cooperative, Inc.

Capstar Special Purpose Acquisition Corp.

Sentinel Capital Partners

BlackRock, Inc.

Institutional Shareholder Services Inc.

Sabal Capital Partners LLC

NewPoint Real Estate Capital LLC

Eliassen Group, LLC


Work highlights

  • Advised The NPD Group (NPD) in relation to the employee benefits and executive compensation aspects of its acquisition by private equity firm Hellman & Friedman.
  • Advised the official committee of unsecured creditors of the Boy Scouts of America in connection with pension and controlled group issues relating to the meditation of numerous contested issues to facilitate the formulation of a Chapter 11 plan.
  • Served as lead bankruptcy counsel to a large group of funds holding over $5.5 billion in face amount of unsecured claims against LATAM Airlines.

Mayer Brown

Mayer Brown specializes in representing investment managers, banks, and other institutional fiduciaries on the whole spectrum of compliance, transaction and controversy work involving employee benefits and executive compensation arrangements. The group routinely advises clients in high-profile M&A transactions, as evidenced by its role in Cummins’ $3.7 billion acquisition of Meritor. Debra Hoffman focuses on advising corporations on employee benefit plans and ERISA-related issues, while Ryan Liebl handles designing and administering nonqualified deferred compensation plans. Meanwhile, Stephanie Vasconcellos’ expertise lies in assisting with equity compensation and severance agreements. All named attorneys are based in the Chicago office, with Maureen Gorman heading the overall team from Palo Alto.

Practice head(s):

Maureen Gorman

Other key lawyers:

Debra Hoffman; Ryan Liebl; Stephanie Vasconcellos

Key clients

Assured Guaranty


Canadian Imperial Bank of Commerce


Cushman & Wakefield





Yum! Brands

McGuireWoods LLP

Counting financial institutions and private equity firms among its key clients, McGuireWoods LLP’s tax and employee benefits group is highly specialized at handling high-value M&A and ESOP transaction, as well as having notable expertise in providing counsel on foreign law compliance in implementing global stock compensation plans, along with solving special problems involving plans for collectively bargained employees. Taylor Wedge French co-heads the team from Charlotte, focusing on representing boards of directors and compensation committees in negotiating and drafting employment and severance agreements, while co-head, Gerald Thomas operates out of Atlanta. Virginia-based Robert Cipolla concentrates on health and welfare plans, and Robert Wynne is also noted. William Tysse retired from the practice in December 2022.

Practice head(s):

Gerald Thomas; Taylor Wedge French

Other key lawyers:

Robert Cipolla; Carolyn Trenda; Katie Rak; Allison Tanner; Robert Wynne

Key clients

Dominion Energy Services, Inc.

L3 Harris Technologies, Inc.

Perspecta, Inc.

Direct Energy (Centrica US Holdings, Inc.) – NRG Energy

Latticework Capital Management, LLC

Trinity Private Equity Group

eLearning Brothers, LLC

Navient Solutions, LLC

Rising Point Capital

Carolina Foods, Inc.

ExlService Holdings, Inc.

Work highlights

  • Advised a global provider of three-dimensional printing machines and other products, in its $611 million sale of all issued and outstanding shares of its common stock to Desktop Metal, Inc.
  • Represented a Blackstone portfolio company in its acquisition of SC Engineers Inc.
  • Represented a Connecticut-based private equity firm, in its recent acquisition of Metal Forming & Coining Corporation.

Morrison Foerster

Morrison Foersterbenefits from in-depth expertise of negotiating on fiduciary aspects of investments by pension plans and non-qualified retirement benefits. The team’s roster of clients includes companies across the healthcare, technology, and private equity space, who approach the firm for advice on compensation and benefits aspects of cross-border M&A. From New York, Domnick Bozzetti leads the group, regularly working with public companies in preparing executive compensation disclosures for annual proxy statements and IPOs. Joshua Lerner is also New York-based, focusing on executive compensation issues arising in corporate transactions and restructurings, having joined from McDermott Will & Emery LLP in May 2022. Counsel Brooke Monahan operates out of Phoenix, handling employment law matters, and associates Yuan Xia and John O’Neill are key names in the San Francisco office.

Practice head(s):

Domnick Bozzetti

Other key lawyers:

Marvin Swift; Joshua Lerner; Brooke Monahan; Yuan Xia; John O’Neill; Olivia Stitz

Key clients

SoftBank Group



Grant Thornton LLP


ARM Limited



Dunn & Bradstreet

Fannie Mae


Southwest Gas

Alpine Investors

Work highlights

  • Represented SoftBank Group Corp in connection with executive compensation aspects of WeWork’s $9 billion merger with BowX Acquisition Corp.
  • Advised Grant Thornton LLP on the executive compensation aspects of the sale of its Public Sector Advisory practice to Guidehouse.

Paul Hastings LLP

Standing out for its expertise in the private equity, investment management, and entertainment sectors, with key clients including Disney, Ford Motor Company, and Samsung, Paul Hastings LLP displays significant strength in advising clients on all compensation and benefits aspects of SPAC transactions and cross-border M&A. Steve Harris leads the ‘strong across the board’ department from Los Angeles, specializing in the golden parachute cut-back provision, while Washington DC-based Eric Keller handles executive compensation and employee benefit elements of major corporate transactions. The ‘flexible and creativeDan Stellenberg operates out of Palo Alto, focusing on securities, tax and accounting issues relating to compensation and benefits programs.

Practice head(s):

Stephen Harris

Other key lawyers:

Eric Keller; Dan Stellenberg


‘Dan Stellenberg. Flexible, creative, prepared, and collaborative.’

Strong across the board.

Key clients

Acorns Grow



E. & J. Gallo Winery

Fiscal Note

Ford Motor Company

Francisco Partners

Hon Hai Technology Group (“Foxconn”)




Romeo Power


SD Biosensor and SJL Partners

Sony Corporation of America

Work highlights

  • Advised a special purpose acquisition company on benefits and compensation matters concerning its $1.7 billion business combination with Authentic Brands LLC, the parent company of Black Rifle Coffee Company.
  • Advised SD Biosensor and SJL Partners on benefits and compensation matters concerning a definitive merger agreement to acquire Meridian Bioscience Inc., a leading global provider of diagnostic testing solutions and life science raw materials, for $1.53 billion.
  • Advised FiscalNote in connection with its becoming a publicly traded company on the New York Stock Exchange as a result of its acquisition by special purpose acquisition company Duddell Street Acquisition Corporation for $1.3 billion.

Pillsbury Winthrop Shaw Pittman LLP

Pillsbury Winthrop Shaw Pittman, LLP advises clients on matters ranging from international benefits and equity compensation to complex M&A and IPOs. New York-based Peter Hunt focuses on broad-based pension and 401(k) plans, while in Austin, Jessica Lutrin is an expert on all matters relating to ERISA and employee benefits. From the Silicon Valley office, Cindy Schlaefer handles severance agreements and performance incentive plans, and Mark Jones operates out of Los Angeles, bringing vast expertise in advising domestic and international companies on cross-border stock offers. In San Francisco, Christine Richardson supports retail clients with human resources objectives, and associate Benjamin Gibbs operates out of San Diego, handling deferred compensation plans.

Practice head(s):

Cindy Schlaefer; Christine Richardson; Mark Jones; Jessica Lutrin; Peter Hunt

Other key lawyers:

Benjamin Gibbs

Key clients


Blackhawk Network

Bluepoint Games

Cenntro Automotive Group Limited

Clearwater Paper

Concentrix Corporation

Estee Lauder


General Reinsurance Corporation


Invitae Corporation


JSR Corporation

Kirei Corporation

LifeSpeak Inc.

MSUITE Corporation

Nomura Research Institute

NTT Data, Inc.

Panasonic Corporation

People’s Care Holdings, LLC


Rockley Photonics, Ltd.

SecurityScorecard, Inc.

Shield AI

SYNNEX Corporation

The Giving Block

The Yokohama Rubber Co., Ltd. and its U.S. affiliate Yokohama Industries Americas Inc.

Ullico Infrastructure Fund (UIF)

Uqora, Inc.


Work highlights

  • Represented The Estee Lauder Companies Inc. on employee benefit matters, including advice on complex defined benefit pension plan and 401(k) plan compliance matters, drafting plan amendments and restatements and obtaining IRS approvals of same, advising on participant document requests, benefit claims and appeals, and reviewing proposed investments for the pension and 401(k) plans.
  • Advised 1stdibs on its initial public offering (IPO), including drafting the compensation portions of the proxy statement, the Summary Compensation Table and related narrative disclosure, and on the design and implementation of its stock incentive plan and employee stock purchase plan.
  • Advised Clearwater Pape on all employee benefit and executive compensation matters, as well as on corporate transactions including preparing (and obtaining stockholder approval of) amendments to Clearwater’s Stock Incentive Plan.


WilmerHale’s ‘friendly and helpful’ practice offers comprehensive advice in relation to complex M&A, equity compensation plans, and IPO transactions, representing clients across the software, manufacturing, and technology sectors, including notable names such as Analog Devices and Akamai Technologies. Boston-based co-heads Kimberly Wethly and Amy Null, are highly specialized in federal income tax law, nonqualified deferred compensation, and change-in-control agreements. In Washington DC, Ciara Baker advises corporate entities on spin-offs and restructurings.

Practice head(s):

Kim Wethly; Amy Null

Other key lawyers:

Ciara Baker


‘Friendly and helpful guidance and advice.’

‘Years of experience.’


Key clients


Analog Devices

Amundi Pioneer



State Street

Skyworks Solutions

MKS Instruments

CIRCOR International

Progress Software Corporation

Work highlights

  • Represented PerkinElmer in the executive compensation and benefits aspects of two multi-billion dollar transactions.
  • Represented Akamai Technologies in the employee benefits and executive compensation aspects of its acquisition of Linode Limited Liability Company.

Bracewell LLP

Bracewell LLP shows extensive strength in the energy space, advising domestic and international companies on executive compensation and employee benefits aspects arising from M&A and purchase agreements, with notable mandates for Pilot Travel Centers, Arroyo Energy Investment Partners, and Calpine Corporation. Scott Sanders co-heads the team, bringing in-depth expertise in managing the structuring of the employee benefit programs in corporate reorganizations and divestitures, while co-head, Matthew Grunert, assists public companies and executives with the negotiation and drafting of executive compensation arrangements and employment agreements. Both attorneys are based in the Houston office.

Practice head(s):

Matthew Grunert; Scott Sanders


‘Cutting edge legal expertise and experience, as well as institutional knowledge of our business.’

‘Scott Sanders. Responsiveness and caring approach.’


Key clients

Allegiance Bancshares, Inc.

Altus Midstream Company

Pioneer Bancshares, Inc.

Crescent Real Estate LLC

Pilot Travel Centers LLC

Avista Corporation

Rockland Capital, LP

Calpine Corporation

Arroyo Energy Investment Partners, LLC

Bison Oil & Gas Partners II, LLC

Work highlights

  • Representing Allegiance Bancshares, Inc., parent company of Allegiance Bank, in the proposed merger with CBTX, Inc., parent company of Community Bank of Texas.
  • Represented Altus Midstream Company in the combination of Altus Midstream Company and privately-owned BCP Raptor Holdco LP in an all-stock transaction, including negotiating the purchase agreement provisions related to employee benefits and executive compensation.
  • Represented Crescent Real Estate LLC in the acquisition of The Madison Hotel, a 356-key historic luxury hotel located in the heart of downtown Washington D.C., negotiating the purchase agreement provisions related to employee benefits and executive compensation.

Linklaters LLP

Counting international life science and technology companies among its key clients, Linklaters LLP offers in-depth expertise in cross-border M&A and compensation agreements and strength in the ERISA compliance and fiduciary matters space, representing corporations such as Oak Hill Advisors and Apollo Global Management. The group’s head, Andrew L. Gaines, joined the firm from Paul, Weiss, Rifkind, Wharton & Garrison LLP in June 2022. He brings extensive expertise in counselling public and private entities on the formation of equity incentive arrangements and severance agreements. The team is based in New York.

Practice head(s):

Andrew L. Gaines

Key clients

Thermo Fisher Scientific

Bioceres Crop Solutions Corp.


Apollo Global Management, Inc.

CI Capital

Continental Grain

Elanco Animal Health Inc.

KPS Capital Partners

Oak Hill Advisors

Oak Hill Capital Partners

ARES Management Corporation

Sagewind Capital

Work highlights

Outten & Golden LLP

Counting C-suite executives, investment bankers, and portfolio managers among its key clients, Outten & Golden LLP has vast expertise in representing individuals and firms on all executive compensation and employee benefit aspects in M&A and other corporate transactions. The team offers bespoke advice on ERISA-related matters, international employment law, and compensation-related tax issues to employees within industries ranging from technology to fashion. Wayne Outten co-heads the group along with Wendi Lazar, who brings in-depth experience of handling executive agreements and compensation arrangements, and associate Cody Yorke, who focuses on drafting and negotiating employment and restrictive covenants agreements. Laurence Moy concentrates on exit arrangements for executives and other professionals, and of counsel Katherine Blostein regularly assists clients in employment-related situations during dispositions. The team is based in New York.

Practice head(s):

Wayne Outten; Wendi Lazar; Cody Yorke

Other key lawyers:

Laurence Moy; Katherine Blostein; Kerry Zaroogian; Brittany Arnold

Work highlights

  • Represented the founder and CEO of TCGplayer, in his individual capacity in the sale of TCGplayer to eBay.
  • Represented a high net-worth individual in the negotiation of his employment agreement and related agreements in connection with his roles as Group President and Chief Underwriting Officer of SiriusPoint, Ltd., a global reinsurance company.
  • Represented an executive in his move to Pfizer as its Chief Financial Officer and Executive Vice President in May 2022, negotiating his compensation and employment-related agreements.

Reed Smith LLP

Reed Smith LLP’s global corporate group is well equipped to handle all executive compensation and employee benefits aspects arising in cross-border M&A, de-SPAC transactions and IPOs. The team represents clients across a multitude of industries, including dental, IT, and finance, as well as demonstrating significant expertise in emerging spaces such as metaverse infrastructure. In Pittsburgh, Allison Sizemore brings vast knowledge on legal compliance for qualified retirement plans and executive compensation, while Jennifer Gardner focuses on general employee benefit matter and multi-employer retirement plans. From New York, Daniel McClain assists clients with M&A and corporate restructurings, and Ian Sherwin supports companies on equity and cash-based incentive compensation. Pittsburgh-based associate Shannon Mincemoyer is also highlighted.

Practice head(s):

James Tandler; Allison Sizemore

Other key lawyers:

Jeffrey Aromatorio; Jennifer Gardner; Daniel McClain; Ian Sherwin


‘The benefits team at Reed Smith is excellent–experienced, practical, efficient and unfailingly responsive and helpful. The practice is particularly helpful in providing regular updates and keeping me informed on the changing landscape of the market and regulations.’

‘Dan McClain and Ian Sherwin are two star partners with whom I have worked closely on numerous occasions. They’re insightful, commercial, and both are able to engage with stakeholders at multiple levels of legal sophistication in order to provide the best guidance and allow stakeholders to make confident, informed decisions.’