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

Cleary Gottlieb Steen & Hamilton

Cleary Gottlieb Steen & Hamilton advises a diverse global client base on executive compensation and employee benefits matters, including complex cross-border mergers, acquisitions, and restructurings. The firm is highly active in high-profile transactions, recently advising GSK on its $1.4bn acquisition of Aiolos Bio and General Mills on its $2.1bn of its US and Canadian yogurt businesses. The team frequently collaborates with corporate, tax, and regulatory specialists to address issues such as incentive structuring, retention planning, and ERISA compliance. With a proven track record of guiding clients through sensitive compensation negotiations, the firm continues to support major players across industries, including financial services, pharmaceuticals, and consumer goods. Practice leaders Michael Albano  and Julia Petty  bring deep expertise in complex deal structuring and regulatory compliance, with Albano particularly recognized for his work in private equity compensation.Petty, based in New York, regularly advises on high-stakes corporate transactions and shareholder activism matters.

Practice head(s):

Michael Albano


 


Other key lawyers:

Julia Petty; Elizabeth Dyer; Alan Levine


Testimonials

‘Great team. Great client base.’

‘Liz Dyer is a total standout.’

Key clients

American Express


Amundi S.A.


Ecolab


General Mills


GSK


Keurig Dr Pepper


OpenText


Roquette


RTX Corporation


Sofidel


Surescripts


Suzano


Synopsys


Thales


T-Mobile


Vale


Warburg Pincus


Work highlights


  • Representing Synopsys in numerous transactions, including in its pending acquisition of Ansys in a transaction that values Ansys at an enterprise value of approximately $35 billion.
  • Representing T-Mobile in its pending $4.4 billion acquisition of UScellular’s wireless operations and select spectrum assets; and its $1.35 billion acquisition of Ka’ena Corporation and its subsidiaries and brands: Mint Mobile, Ultra Mobile, and Plum.
  • Representing Warburg Pincus in several important software transactions within a few months of each other requiring significant executive compensation and employee benefits expertise including in its pending acquisition of Redwood Software; in its acquisition of Service Express Inc.; and in its $350 million investment in CData Software.

Cravath, Swaine & Moore LLP

Cravath, Swaine & Moore LLP is a market leader in executive compensation and employee benefits, particularly in high-stakes M&A and private equity transactions. The New York-based team advises on incentive structuring, tax implications, and SEC and ERISA compliance. Recent highlights include advising Paramount’s special committee on its pending $28bn merger with Skydance Media and EchoStar on its $26bn combination with DISH Network. The practice also excels in cross-border deals, such as WestRock’s $20bn merger with Smurfit Kappa, which required navigating jurisdictional complexities. Headed by Eric Hilfers , the firm remains a key adviser on management retention strategies and shareholder approvals, particularly in private equity-backed transactions. Key figures include Jonathan Katz  focusing on delivering key advice on employee agreements and incentive programs,  Amanda Hines Gold specializes in negotiating severance packages, SEC filings, and the administration of equity incentive plans. Meanwhile Matthew Bobby, who is experienced in structuring compensation packages for high-value deals with strong emphasis on executive employment contracts and SEC disclosure intricacies.

Practice head(s):

Eric W. Hilfers


Other key lawyers:

Amanda Hines Gold; Matthew Bobby; Jonathon Katz


Testimonials

‘I worked with Eric Hilfers. Incredibly knowledgeable, empathic, and crystal clear advice. I would put him in the top 1-5% of lawyers that I have worked with. I would recommend him wholeheartedly to anyone.’

‘The best lawyer I’ve ever worked with on problem solving and resolution.’

 

Key clients

Amentum


Aon


Brookfield Renewable


EchoStar (Special Committee)


Endeavor (Special Committee)


Frontier


Paramount (Special Committee)


Viatris


Vista Outdoor


WestRock


Work highlights


  • Representing Paramount’s special committee in the pending $28 billion merger with Skydance.
  • Represented the special committee of the board of directors of EchoStar in the $26billion combination with DISH Network.
  • Represented Endeavor’s special committee in the pending $25 billion take-private acquisition by Silver Lake.

Davis Polk & Wardwell LLP

Davis Polk & Wardwell LLP remains a market leader in executive compensation and employee benefits, advising top-tier financial institutions, public companies, and private equity firms on the full spectrum of transactional matters. The team is regularly engaged in high-profile M&A, IPOs, de-SPAC transactions, and restructurings, with expertise in structuring equity-based incentives, golden parachutes, and Section 280G compliance. Recently, the firm advised ExxonMobil on executive compensation aspects of its $59.5bn acquisition of Pioneer Natural Resources and Novo Nordisk on its $11bn acquisition of Catalent’s fill-finish sites. The firm also provides critical guidance on SEC, IRS, and DOL regulatory matters affecting compensation structures. Jennifer Conway leads the team, offering deep expertise in governance matters and shareholder activism, while Travis Triano, Adam Kaminsky,  Kyoko Takahashi Lin, and Veronica Wissel  are key figures handling company disclosure, incentive plan structuring, private equity matters, and ERISA-related issues.

Practice head(s):

Jennifer S. Conway


Other key lawyers:

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


Key clients

23andMe


Amer Sports


Bausch Health


Big Lots


Campbell Soup Company


Cleveland-Cliffs


Corelle Brands


ExxonMobil


Gilead Sciences


HP


Novo Nordisk


Owens Corning


Roche


PGT Innovations


TPG


Truist


UBS


VF


Work highlights


  • Advised ExxonMobil on employee benefits and executive compensation aspects of its acquisition of Pioneer Natural Resources in an all-stock transaction valued at $59.5 billion.
  • Advised Truist Financial on the employee benefits and executive compensation aspects of its sale of its remaining stake in Truist Insurance Holdings to an investor group led by private equity firms Stone Point Capital and Clayton, Dubilier & Rice at an implied enterprise value of $15.5 billion.
  • Advising Novo Nordisk, a leading global healthcare company, on employee benefits and executive compensation aspects of its $11 billion acquisition of three fill-finish sites from Novo Holdings A/S in connection with the acquisition of Catalent.

Debevoise & Plimpton LLP

Debevoise & Plimpton LLP is a go-to advisor for private equity firms, financial institutions, and Fortune 500 companies navigating complex compensation matters in M&A, IPOs, and fund formations. The firm’s deep integration with its corporate, tax, and regulatory teams ensures seamless advice on governance, tax compliance, and ERISA-related issues. The team regularly counsels major private equity sponsors, including Blackstone, The Carlyle Group, and Clayton, Dubilier & Rice, on structuring incentive programs, deferred compensation, and golden parachute arrangements. Recently, the firm advised Johnson & Johnson on compensation aspects of its spinoff of Kenvue, and Warner Bros. Discovery on executive compensation matters post-merger. Headed by Jonathan Lewis , the firm also plays a key role in developing ESG-aligned compensation structures, ensuring compliance with SEC disclosure requirements, and defending executives in high-stakes disputes. New York-based Franklin Mitchell and Simone Hicks are standouts, advising on cross-border transactions and regulatory mandates.


Practice head(s):

Jonathan F. Lewis


Other key lawyers:

Franklin Mitchell; Simone S. Hicks; J. Michael Snypes, Jr., Lawrence K. Cagney


Key clients

Ascot Group Limited


Blackstone, Inc.


Brookfield Reinsurance


Clayton, Dubilier & Rice LLC


Comerica Bank


Corebridge Financial


DoubleVerify, Inc.


Elliott Management Corporation


EQT Exeter


Everest Group


Fortitude Re (controlled by The Carlyle Group)


The Guardian Life Insurance Company


HarbourVest Partners


HCA Healthcare


International Paper Company


JAB Holding Company


Johnson & Johnson


JP Morgan Asset Management


Kelso & Company


KKR & Co. Inc.


M&T Bank


Morgan Stanley Capital Partners


Oaktree Capital Management


Principal Financial Group


Prosperity Life Insurance Company (controlled by Elliott Management Corporation)


Providence Equity Partners


Prudential Financial, Inc.


Rithm Capital Corp.


Schneider Electric Holdings, Inc.


Spirit Airlines


StanCorp Financial Group


Stone Point Capital LLC


Sun Life Financial Inc.


TA Associates


The Carlyle Group


The George Rawlings Trust


The Walt Disney Company


TPG Capital LLC


Verizon Communications


Warner Bros. Discovery, Inc.


Warner Music Group


Windstream Holdings, Inc.


Work highlights


  •  
    Advised Verizon Communications (NYSE, NASDAQ: VZ) in its $20 billion acquisition of Frontier Communications Parent (NASDAQ: FYBR), the largest pure-play fiber internet provider in the United States. This transaction addressed the complex considerations involved in acquiring a large public company, including equity compensation treatment, senior executive legacy arrangements, succession planning, transition issues and integration of benefit plans for synergy realization. The deal underscored Debevoise’s capacity to provide Verizon with a comprehensive, single-source solution through its EBEC practice, effectively managing the diverse HR-related aspects of the transaction.
  •  
    Advised Clayton, Dubilier & Rice in its acquisition, together with TowerBrook Capital Partners, of R1 RCM Inc. (NASDAQ: RCM) (“R1”), at an enterprise value of $8.9 billion. R1 is a provider of technology-driven solutions that impact the patient experience and financial performance of healthcare providers. In collaboration with Wachtell who represented TowerBrook Capital Partners, the EBEC team navigated complex benefits and compensation negotiations within the purchase agreement, while also structuring new CEO arrangements and addressing related SEC disclosure requirements for this take-private transaction.
  • Advised Prosperity Life Group with respect to its affiliate, S.USA Life Insurance Company, Inc.’s, acquisition of National Western Life Group, Inc. in an all-cash merger valued at approximately $1.9 billion. Prosperity Life Group is an innovative insurance, reinsurance, and asset management company. National Western Life Group, Inc. is the parent organization of National Western Life Insurance Company and Ozark Life Insurance Company. Our EBEC work addressed a range of crucial issues, including structuring equity compensation arrangements, guiding executive transitions, and ensuring a seamless integration of employees and compensation and benefits programs.|

Kirkland & Ellis LLP

Kirkland & Ellis LLP is widely recognized for its expertise in executive compensation and employee benefits, advising Fortune 500 companies, private equity sponsors, and multinational corporations on incentive plans, equity-based compensation, and ERISA compliance in the context of M&A, IPOs, and leveraged buyouts. Highly skilled in navigating regulatory matters involving the Department of Labor and IRS the firm leverages deep transactional expertise and robust regulatory practice, the firm remains a dominant force in high-value corporate transactions, offering comprehensive solutions to compensation committees and clients facing complex compliance challenges. The firm routinely addresses Section 280G golden parachute issues, SEC disclosure requirements, and carried interest structures, working closely with its top-tier private equity and tax teams to ensure seamless execution. With a strong focus on post-merger benefits integration, deferred compensation, and severance agreements, the team is led by New York-based Scott Price , along with Chicago-based Michael Falk and Alexandra Mihalas .

Other key lawyers:

Scott Price; Michael Falk; Alexandra Mihalas


Work highlights


Latham & Watkins LLP

Latham & Watkins LLP continues to be a dominant force in executive compensation and employee benefits, regularly advising private equity firms, multinational corporations, and financial institutions on high-stakes transactions. The firm is a go-to advisor for structuring management incentive programs, carried interest arrangements, and equity compensation plans across M&A, IPOs, and leveraged buyouts. The team has been particularly active in headline-grabbing deals, including advising Skydance Media on its $28bn merger with Paramount Global. With a deep bench of experienced practitioners across New York, Silicon Valley, Washington DC, and Los Angeles, the firm offers seamless, business-focused counsel on executive pay structuring and strategic workforce planning. Key partners Bradd Williamson, David Della Rocca, Larry Seymour , Austin Ozawa  and James Metz are noted for their expertise across the firm's offering, with a strong record in high-value transactions.

Practice head(s):

Larry Seymour


Other key lawyers:

David T. Della Roca; Bradd Williamson; James Metz; Benjamin Rosemergy; Michelle Carpenter; Julie Crisp; Austin Ozawa; Matthew Conway


Testimonials

Latham is an amazing advisor in the executive compensation/equity compensation arena. They are heads and shoulders above others in their ability to think originally and deeply based on your particular facts. In addition their availability is unparalled.’

 

Key clients

Skydance Media and the Investor Group


The Carlyle Group


Endeavor Operating Company


Stericycle Inc.


Permira Advisors


UL Solutions Inc.


Nippon Life Insurance Company


Consolidated Communications Holdings


Arcline Investment Management LP


Viking Holdings Ltd


EssilorLuxottica


Authentic Brands Group


CenterPoint Energy, Inc.


Reddit, Inc.


Platinum Equity


Leonard Green & Partners L.P.


Grail, Inc.


Rubrik, Inc.


Homology Medicines, Inc


Goldman Sachs


Work highlights


  • Advised Permira, a global private equity firm, on the employee benefits and compensation aspects of its US$6.9 billion take-private acquisition of Squarespace.
  • Represented Reddit, Inc. in US$748 Million IPO.
  • Advised Skydance Media and Investor Group in Definitive Agreements With Paramount Global and National Amusements.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Paul, Weiss, Rifkind, Wharton & Garrison LLP advises a diverse client base on executive compensation and employee benefits matters, regularly assisting with domestic and cross-border transactions as well as high-profile restructurings. The firm recently advised Chevron on its $60bn stock acquisition of Hess Corporation and WestRock on its $20bn merger with Smurfit Kappa, providing strategic counsel on retention plans, equity structuring, and benefit adjustments. Additionally, the team assisted Carrier Global in its $3bn sale of its fire business and $775m sale of its refrigeration division, developing retention strategies for key employees.  The practice is renowned for its expertise in executive compensation and employee benefits, regularly advising on complex, high-value transactions and corporate restructurings. Further demonstrating its strength in restructuring, the team assisted Carrier Global with a series of divestitures, including the $3bn sale of its fire business. The group is co-chaired by Jean McLoughlin  and Lawrence Witdorchic , with Andrea Wahlquist Brown and  Jarrett Hoffman  also key figures. Their expertise spans ERISA compliance, incentive structures, and benefits planning in high-stakes corporate transactions and reorganizations across key industries.


Practice head(s):

Jean McLoughlin; Lawrence Witdorchic


Other key lawyers:

Andrea Wahlquist Brown; Jarrett Hoffman; Rebecca Coccaro


Testimonials

‘Practical, actionable advice with the overlay of a deep understanding of the client’s culture and priorities.’

‘Rebecca Coccaro is outstanding. She is responsive, diligent, thoughtful and so easy to work with. She is very collaborative and really understands our business in a way that others do not. ’

‘Elite public company merger experience’

‘Benjamin Goodchild – elite experience, positive attitude, excellent negotiator, client friendly, exceeds expectations Krishna Veerahagen – polished with directors, strong in complex situations Jenny Wang – excellent associate, strong on securities laws, excellent disclosure drafting’

 

Key clients

AbbVie


Amedisys


Angelo Gordon


Apollo Global Management


Aptiv


Carrier Global


Chevron Corporation


Endeavor Energy Resources


Enstar Group


Envestnet


General Atlantic


General Electric


GSK


IBM


Noble Corporation


Party City


Proterra


Roark


WestRock


20 ZT Systems


Work highlights


  • Advised General Electric Company in its spin-off of energy company GE Vernova Inc. and launch of GE Aerospace.

Ropes & Gray LLP

Ropes & Gray LLP continues to lead in executive compensation and employee benefits, advising on high-profile M&A, private equity transactions, IPOs, and restructurings. The team is a trusted advisor to major private equity sponsors, asset managers, and Fortune 500 companies, providing seamless integration with the firm’s tax, corporate, and finance practices. The firm recently advised National Financial Partners on compensation and benefits aspects of its $13.4bn sale to Aon, showcasing its expertise in cross-border executive compensation and benefits structures. Additionally, the team advised ImmunoGen on its $10.1bn acquisition by AbbVie, highlighting its deep experience in structuring equity-based incentive plans and senior executive arrangements in the life sciences sector. Key figures in the team include Renata Ferrari , based in Boston, a go-to adviser on complex public company executive compensation issues, and Allie Alperovich , based in New York, who frequently counsels private equity firms on equity-based awards and ERISA matters. Also based in Boston, Jennifer Rikoski Whitney is also highly regarded for her work with asset managers and pension funds on regulatory and compliance matters.

Practice head(s):

Renata Ferrari; Allie Alperovich


Other key lawyers:

Jennifer Rikoski Whitney; Danna Kivell; Jennifer Cormier


Key clients

TPG Capital N


2 Advent International N


3 Bain Capital N


4 Vertex Pharmaceuticals N


TSG Consumer Partners


The TJX Companies


New York University


Berkshire Partners


Silver Lake Partners


Ginkgo Bioworks


Genstar Capital


Paratek Pharmaceuticals


American Industrial Partners


Invesco Ltd.


iCapital Network


Pacific Investment Management Company


New Mountain Capital


BV Investment Partners


HarbourVest Partners


Work highlights


  • Advised National Financial Partners (NFP), a provider of benefits, insurance and wealth management services and a Madison Dearborn Partners portfolio company, in its $13.4 billion sale to Aon (NYSE: AON), a global professional services firm.
  • Represented ImmunoGen on executive compensation and benefits matters in its $10.1 billion sale to AbbVie, which will acquire ImmunoGen, and its flagship cancer therapy ELAHERE.
     
  • Represented National Amusements in the headline-grabbing proposed sale of control of Paramount Global to affiliates of Skydance Media in connection with a broader transaction in which Paramount Global and Skydance Media propose to merge, forming “New Paramount.”

Simpson Thacher & Bartlett LLP

Simpson Thacher & Bartlett LLP is widely recognized for its sophisticated handling of executive compensation and employee benefits in major corporate transactions. The firm plays a pivotal role in structuring management incentive programs, carried interest arrangements, and equity-based compensation plans, particularly in private equity buyouts, IPOs, and strategic mergers.The team is frequently engaged by leading private equity sponsors and Fortune 500 companies, advising on the design and implementation of executive pay structures, severance protections, and post-merger benefits integration. Recent highlights include advising Blackstone on its $16.1bn acquisition of AirTrunk, and Paramount Global on its $28bn merger with Skydance. The New York-based team includes Gregory Grogan, Brian Robbins, Andrew Blau, and David Rubinsky, all of whom are sought after for their expertise in structuring executive compensation in complex, multi-jurisdictional transactions.

Practice head(s):

Greg Grogan


Other key lawyers:

Brian Robbins; David Rubinsky; Andrew Blau; Jeannine McSweeney; Jeannine McSweeney; Gary Tashjian


Testimonials

‘The STB team is solid all the way around. Their counsel is always timely, thorough and well-reasoned. Importantly, they have in depth knowledge of SEC-related executive compensation matter.’

‘Jeannine McSweeney and Gary Tashjian are two stand out attorneys.’

‘Within the firm the group has equal stature with other larger practice groups like M&A and, as a result, the group attracts high quality lawyers.’

‘ David Rubinsky is fun, practical and smart. ’

 

Key clients

Alight, Inc.


Blackstone


Blackstone Real Estate


Blue Yonder


Brookfield Asset Management


BPEA Private Equity Fund VIII


Bumble


Circana


Goldman Sachs


Hilton Grand Vacations


Hilton Worldwide


Karuna Therapeutics, Inc.


KKR


Microsoft Corporation


New Mountain Capital


Paramount Global


Silver Lake Partners


SiriusXM Holdings Inc.


Software AG


Stone Point Capital LLC


TIH Insurance Aggregator, L.P.


Yahoo


Work highlights


  • Representation of Paramount Global in connection with its proposed merger with Skydance Media, LLC.
  • Representation of Blackstone and the buyer consortium formed with the Canada Pension Plan Investment Board in connection with the acquisition of AirTrunk, a leading Asian data center operator, for an implied enterprise value of A$24 billion.
  • Representation of funds managed by Stone Point Capital LLC in connection with their agreement, together with funds managed by Clayton, Dubilier & Rice, LLC, to purchase Truist Bank’s insurance brokerage business in a transaction valuing the business at $15.5 billion.

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden, Arps, Slate, Meagher & Flom LLP advises a global client base on executive compensation and employee benefits matters, particularly in high-value cross-border M&A. The firm regularly collaborates with its M&A and tax teams to address complex issues such as incentive structuring, Section 280G compliance, and benefits integration planning. The firm’s recent work includes advising Mars, Incorporated on its $35.9 billion acquisition of Kellanova, BlackRock on its $12.5bn acquisition of Global Infrastructure Partners, and Juniper Networks on its $14bn sale to Hewlett Packard Enterprise. The executive compensation and benefits group is led by prominent partners such as Joseph Penko  in New York and Page Griffin and Joseph Yaffe in Palo Alto, who are widely recognised for their expertise in incentive design, equity compensation, and regulatory compliance.

Practice head(s):

Erica Schohn


Other key lawyers:

Joseph Penko; Page Griffin; Joseph Yaffe; Shalom D. Huber; Michael A. Wiseman


Key clients

Air Products and Chemicals, Inc.


ANSYS, Inc.


Ball Corporation


BlackRock, Inc.


Catalent Inc.


DESRI Inc.


Dover Corporation


Edwards Lifesciences Corporation


Honeywell International Corporation


International Flavors & Fragrances Inc.


Juniper Networks


Mars, Inc.


New York Community Bancorp, Inc.


NFP Corp.


SP Plus Corporation


Splunk Inc.


Squarespace, Inc.


Viking Holdings Ltd.


WSP Global Inc.


WT Microelectronics Co., Ltd.


Work highlights


  • Advising Mars, Incorporated on benefits aspects of its $35.9billion acquisition of Kellanova.
  • Advised Splunk Inc. in its $28 billion acquisition by Cisco Systems, Inc.
  • Advising Catalent, Inc. in its acquisition by Novo Holdings A/S, the holding and investment company for the Novo Nordisk Foundation, at an enterprise value of $16.5 billion.

Wachtell, Lipton, Rosen & Katz

Wachtell, Lipton, Rosen & Katz advises a prominent client base on executive compensation and employee benefits matters, regularly acting on complex domestic and cross-border transactions, as well as high-profile corporate restructurings. The firm recently led compensation and benefits structuring for Capital One’s $35.3bn acquisition of Discover and Diamondback Energy’s $26bn acquisition of Endeavor, focusing on leadership retention, equity structuring, and compliance with Section 280G of the Internal Revenue Code. The practice also played a key role in the $20bn merger between Smurfit Kappa and WestRock, providing strategic counsel on executive retention, incentive planning, and benefits integration across multiple jurisdictions. Headed by Jeannemarie O’Brien , the team frequently collaborates with the firm’s mergers and acquisitions and tax departments, ensuring comprehensive coverage of regulatory and strategic considerations during deal execution. Adam Shapiro and David Kahan , both based in New York, who are recognized for their expertise in high-value compensation structuring and regulatory compliance. While Michael Schobel focuses on matters advice on designing and implementing compensation arrangements, negotiating executive employment agreements, and handling corporate governance and disclosure issues.

Practice head(s):

Jeannemarie O’Brien


Other key lawyers:

Adam Shapiro; David Kahan; Michael Schobel; Erica E. Aho


Key clients

Capital One


Diamondback Energy


Smurfit Kappa Group


Hewlett Packard Enterprise


The Goldman Sachs Group Inc.


CAA


The J.M. Smucker Co.


T-Mobile


David Rubenstein


Lionsgate


Hess


Work highlights


  • Advising Capital One in its $35.3 billion acquisition of Discover.
  • Advising Diamondback on its $26 billion acquisition of Endeavor.
  • Advised Smurfit Kappa Group in its $20 billion combination with WestRock.

Weil, Gotshal & Manges LLP

Weil, Gotshal & Manges LLP continues to set the standard in executive compensation and employee benefits, advising major corporations, private equity sponsors, and financial institutions on high-profile transactions. The firm is noted for its ability to navigate complex regulatory frameworks, ensuring compliance with ERISA, SEC disclosure requirements, and IRS tax regulations in M&A, IPOs, and restructurings. The firm’s deep bench of attorneys regularly counsels clients on golden parachute arrangements, carried interest structures, and post-merger benefits integration, frequently working alongside boards, compensation committees, and private equity sponsors. The New York team, headed by Paul Wessel,  is also a key advisor in high-stakes regulatory investigations and litigation, including DOJ and Department of Labor inquiries into benefits compliance. Key lawyers Amy Rubin, and Jennifer Haydel Britz are widely recognized for their expertise in transactional benefits structuring and executive pay governance.


Practice head(s):

Paul Wessel


Other key lawyers:

Amy Rubin; Jennifer Haydel Britz; Regina Readling


Key clients

Advent International


American Securities LLC


Blackstone


Cedar Fair, L.P.


Centerbridge Partners L.P.


ChampionX Corporation


Citation Capital Management, LLC


Clarience Technologies, LLC


Clayton Dubilier & Rice


Cobham Group Limited


Cove Hill Partners, L.P.


CPP Investments


Cynosure LLC


Eli Lilly & Company


Genstar Capital


Giant Eagle, Inc.


Glencore plc


Goldman Sachs Alternatives


Growthcurve Capital LP


The Home Depot, Inc.


ICG Strategic Equity


KIK Custom Products Inc.


The Kroger Company


Pacific Avenue Capital Partners


Providence Equity Partners


Sanofi S.A.


Sunoco LP


TPG Inc.


Work highlights


  • Advising The Kroger Company in its merger with Albertsons Companies, Inc.
  • Advised The Home Depot, Inc in its acquisition of SRS Distribution Inc.
  • Advising Glencore PLC, Canada Pension Plan Investment Board and British Columbia Investment Management Corporation, as the shareholders of Viterra Ltd., a distributor of agriculture products offering grains, oilseeds, pulses, rice, sugar, and cotton, on its approximately $18 billion ($6.2 billion in stock, $2 billion in cash and $9.8 billion assumption of debt) business combination with Bunge Ltd.

Baker McKenzie LLP

Baker McKenzie LLP ’s team is recognised for its global reach and expertise in cross-border transactions, offering one-stop US and international executive compensation and employee benefits advice. The firm  regularly advises on executive compensation, equity plans, and benefits issues in major M&A, spin-offs, and restructuring transactions.  The team’s has notably advised on the impact of the FTC’s non-compete ban and California’s new non-compete notice requirements, attracting significant interest from clients. Recent high-profile mandates include advising Cisco on its $28bn acquisition of Splunk, handling the tax, regulatory, and compliance aspects across 34 jurisdictions. The San Francisco-based team is led by Barbara Klementz, an expert in global equity compensation and executive incentives, with Denise Glagau providing extensive experience in tax and regulatory compliance for global share plans.

Practice head(s):

Barbara Klementz


Other key lawyers:

Denise Glagau; Sinead Kelly; Brian Wydajewski; Thomas Asmar; Aimee Soodan


Key clients

Cisco / Splunk


Physician’s Realty Trust


HPE / Juniper


Alteryx


Marel


Olink / Thermo Fisher Scientific


Acuity Brands


LatAm Logistic Properties, S.A.


LiveRamp


Cadence Design Systems


Agiloft


Work highlights


  • Advised Cisco and Spluk on their merger, representing approximately USD 28 billion in equity value.
  • Advised Physicians Realty Trust in its successful merger with Healthpeak Properties, Inc. in an all-stock merger of equals valued at approximately USD 21 billion.
  • Advising both HPE and Juniper Networks on employment and compensation integration issues across 58 countries related to the USD 14 billion anticipated acquisition of Juniper Networks to accelerate HPE’s portfolio of AI-driven innovation solutions.

Freshfields

Freshfields advises on compensation elements of complex global transactions, led by Lori Goodman, Nicole Foster , and Sarah Ghulamhussain. The team has standout expertise in structuring executive pay in transformative M&A deals, IPOs, and corporate governance matters. With a strong focus on cross-border transactions, the firm seamlessly navigates complex compensation frameworks across multiple jurisdictions. Jordan Salzman, based in New York, advises public companies and private equity funds on employee benefit and compensation issues in mergers, acquisitions, spinoffs, IPOs, and other corporate transactions. The practice is also deeply experienced in advising public companies on governance, incentive structures, and regulatory developments.

Practice head(s):

Nicole Foster; Lori Goodman; Sarah Ghulamhussain


Other key lawyers:

Jordan Salzman


Key clients

Johnson & Johnson


AstraZeneca


Zeus Industrial Products Inc.


The Yokohama Rubber Company, Limited


Grunenthal GmbH


Novartis International AG


Sonoco Products Company


JT International SA


JD Sports Fashion Plc


Aristocrat Technologies, Inc.


Zuora, Inc.


CVC Capital Partners


PropertyGuru Group Limited


ABB Ltd


CrowdStrike


ServiceNow


Merz Therapeutics


Work highlights


  • Advised Johnson & Johnson (NYSE: JNJ) on its $13.1 billion acquisition of Shockwave Medical, Inc., a leading, first-to-market provider of innovative intravascular lithotripsy technology.
  • Represented AstraZeneca on an unprecedented series of major M&A transactions over a series of a few months.
  • Advised Zeus Company on its sale to EQT Partners.

Fried, Frank, Harris, Shriver & Jacobson LLP

Fried, Frank, Harris, Shriver & Jacobson LLP is recognised for its deep expertise in executive compensation, employee benefits, and ERISA-related matters, regularly advising on high-value M&A, capital markets, and restructuring transactions. The firm’s compensation team plays a key role in public and private acquisitions, IPOs, and asset management transactions, providing strategic counsel on employment agreements, fiduciary responsibilities, and regulatory compliance. The team is particularly adept at structuring compensation packages in corporate transactions, including governance reviews, early retirement planning, and regulatory filings. The New York-based team is headed by Jeffrey Ross , with Amy Blackman  and Andrea Pollak  bringing additional strength in investment fund structuring and regulatory compliance, regularly advising on fund financings and asset management transactions.

Practice head(s):

Jeffrey Ross


Other key lawyers:

Amy Blackman; Andrea Pollak


Testimonials

‘Trusted legal advice that is sound and commercial. Excellent judgment and strong understanding of business marketplace. Collaborative and solutions oriented. Always reliable and timely with their services.’

‘Jeff Ross is outstanding and an absolute go-to. His team is strong and impressive as well.’

Work highlights


Hogan Lovells US LLP

Hogan Lovells US LLP’s team is distinguished by its global reach, deep industry knowledge, and sophisticated transactional expertise, leveraging its presence in key commercial and emerging markets it to advise on complex cross-border executive compensation issues with a seamless integration of corporate, tax, and securities considerations. The team is particularly active in high-profile corporate transactions, including M&A, IPOs, and private equity investments, regularly handling executive pay structuring, incentive plans, and ERISA fiduciary compliance. Recent standout transactions include advising Fenway Sports Group and Strategic Sports Group on a $3bn investment in PGA TOUR Enterprises, restructuring professional golf equity stakes. The practice is led by Martha Steinman in New York, an expert in corporate governance and executive pay matters, alongside Carin Carithers in Washington DC who focuses on M&A-related retention planning, and Silicon Valley-based Michael Frank, a key figure in executive compensation for high-growth tech transactions.

Practice head(s):

Martha Steinman


Other key lawyers:

Carin Carithers; Michael Frank


Testimonials

‘Exceptional client service and subject matter expertise. Have a tremendous amount of confidence when bringing any issues to them and a pleasure to work with them.’

‘Superior both in terms of technical ability and market sense.’

Key clients

Fenway Sports Group and Strategic Sports Group


Walmart


Sovos Brands


Michael Arougheti, and Mitchell Goldstein and Michael Smith


Merck


PPG Industries


Major League Pickleball


Alterra Mountain Company


Autodesk


Lockheed Martin Corporation


ASSA Abloy


C2X


PVH


Collegium Pharmaceuticals


3M


Equifax


Papa John’s International, Inc


Work highlights


  • Advised Fenway Sports Group and Strategic Sports Group on a groundbreaking multi-billion dollar investment deal between Strategic Sports Group and PGA TOUR Enterprises.
  • Advised Walmart Inc. on its US$2.3bn acquisition of publicly traded, tech-focused smart-TV maker VIZIO Holding Corp.
  • Advised Sovos Brands on its US$2.7bn acquisition by Campbell Soup Company.

McDermott Will & Emery LLP

McDermott Will & Emery LLP continues to lead in employee benefits and executive compensation, offering a blend of transactional strength and advisory expertise. Led by Andrew Liazos , the firm’s global employee benefits chair, the team provides sophisticated counsel on executive pay, retirement plans, health and welfare benefits, and ESOPs. Other key team members includingJacob Mattinson in Chicago and Allison Wilkerson in Dallas. The firm handles both complex M&A-related benefits issues and standalone advisory work.

Practice head(s):

Andrew Liazos


Other key lawyers:

Todd Solomon; Allison Wilkerson


Testimonials

‘Willing to assist with plan questions post-design as needed, training on fiduciary roles and responsibilities has been helpful’

‘Brian is a responsive, detailed lawyer who is always willing to help when issues/questions arise.’

Brian Tiemann is beyond critical for his historical knowledge of our plans due to the multitude of M&A activity that has occurred over the past couple decades. When legal opinions/recommendations are requested, his write ups are always comprehensive and provide purposeful explanations. He is also invaluable in providing support with difficult inquiries that myself and my team deal with on a fairly regular basis. ’

 

Key clients

American Staffing Association


BDO


Citibank


Darden Restaurants


Discover Financial Services


Ericsson


ERISA Industry Committee (ERIC)


Kellanova (Kellogg’s)


Lenovo Group


Liberty Mutual


Work highlights


  • Represented BDO, a leading accounting and advisory firm, in the formation of its $1.4 billion ESOP.
  • Advised Discover in relation to its $35 billion acquisition by Capital One Corporation.
  • Advised Aon in the benefits and compensation aspects of its $13.4 billion acquisition of NFP.

Morgan, Lewis & Bockius LLP

Morgan, Lewis & Bockius LLP advises on benefits, executive pay structures, and regulatory compliance. Leveraging a team including former IRS, DOL, and DOJ officials, the firm provides strategic, interdisciplinary advice spanning retirement and health plans, incentive compensation, payroll tax, M&A, and government investigations. Clients include global corporations, startups, tax-exempt entities, and educational institutions. The firm is headed by Craig Bitman  based in New York and Amy Pocino Kelly in Philadelphia, with standout Gena Yoo advising on employee benefit plan sponsors and administrators on matters related to executive compensation, fiduciary governance, ERISA prohibited transaction rules, and investment-related agreements for private equity, hedge, and collective investment funds.


Practice head(s):

Craig Bitman; Amy Pocino Kelly


Other key lawyers:

Gena Yoo


Work highlights


Proskauer Rose LLP

Proskauer Rose LLP’s team combines transactional, regulatory, and litigation expertise to corporations, private equity firms, and financial institutions. The team has been at the forefront of significant transactions, including advising Arkema on its acquisition of Dow’s flexible packaging laminating adhesives business, and Fortress Credit Corp in the Red Lobster restructuring. The firm offers deep understanding of fiduciary regulations, compliance issues, and executive retention planning. Headed by Seth Safra in Washington DC, the team works with clients across a variety of industries, with particular strength in the financial services space. Andrea Rattner in New York specializes in advising clients on equity awards, change-in-control provisions, and post-transaction compensation in corporate transactions.

Practice head(s):

Seth J. Safra


Other key lawyers:

Andrea Rattner; Ira Bogner; Colleen Hart; David Teigman


Key clients

Arkema


Stellex Capital Management


Los Angeles Organizing Committee (LA28) for the Olympic and Paralympic Games 2028


TGL Golf Holdings


Fortress Credit Corp.


KKR Capital


BlackRock Capital


Church & Dwight


Adams Street Funds


Doodles LLC


Outerknown


Morgan Stanley


Ascend Capital Partners


Apollo


Golub Capital


JP Morgan


Bain Capital


Blue Torch


Carlyle Group


Goldman Sachs


MGG Investment Group


Aquarian


Blue Owl


Alexander Proudfoot Company / Management Consulting Group PLC


OpSec Security


MidCap


Work highlights


  • Advised Arkema in its agreement to acquire Dow’s flexible packaging laminating adhesives business.
  • Advised Fortress Credit Corp. on the executive compensation, employee benefits, and human capital aspects of the restructuring in the chapter 11 bankruptcy of Red Lobster.
  • Advised OpSec Security in all aspects related to executive compensation and employee benefits in connection with its to Crane NXT, Co.

A&O Shearman

A&O Shearman has broad expertise across executive compensation, employment, and governance, navigating high-stakes corporate transactions, including executive pay in billion-dollar M&A deals, alongside guiding boards through governance challenges. Brian Jebb and John Cannon, both global co-heads of the practice, bring deep expertise in cross-border transactions, with knowledge of regulatory landscapes and market trends. Known for its ability to handle intricate compensation structures, post-transaction integration, and equity plan design, the firm is a go-to for private equity giants, tech innovators, and multinational corporations.


Practice head(s):

Brian Jebb, John Cannon


Other key lawyers:

Jai Garg; Melisa Brower; Matthew Behrens; Jason Rothschild


Key clients

3E


Apollo Global Management


Atrion Corporation


Boomi


Boston Scientific Corporation


Broadway Technology


Cube Content Governance Global Limited


Dover


Forevision Holdings Limited


Genmab A/S


GlobalLogic Inc.


JDE Peet’s N.V.


Mubadala


Paramount Global


SAP SE


Teradyne, Inc


TPG Inc.


WillScot Mobile Mini Holdings Corp.


Zendesk


Work highlights


Cooley LLP

Cooley LLP is widely recognised for its expertise in executive compensation and employee benefits, advising companies at every stage of their lifecycle. The firm plays a critical role in high-stakes M&A, IPOs, SPAC transactions, and other corporate transitions, ensuring that compensation structures align with strategic business objectives. Led by Barbara Mirza in Los Angeles and a team of top-tier attorneys, including Alessandra Murata in Palo Alto, the practice is known for its ability to navigate complex compensation matters across industries, particularly in technology, life sciences, and artificial intelligence. With a strong presence in key innovation hubs, the firm combines deep industry knowledge with a pragmatic, business-focused approach, positioning itself as a go-to advisor for high-growth companies and market-leading public corporations.

Practice head(s):

Barbara Mirza


Other key lawyers:

Blake Martell; Nyron J. Persaud; Austin Holt; Alessandra Murata


Key clients

Rubrik


Gracell Biotechnologies


RayzeBio


ProfoundBio


Everbridge


Carmot Therapeutics


TempusAI


PetIQ


Alto Neuroscience


Snowflake


Avid Bioservices


Longboard Pharmaceuticals


Work highlights


  • Advised Rubrik, the first cybersecurity vendor to successfully complete an IPO in over two years, a Zero Trust Data Security Company delivering data security and operational resilience for enterprises, priced at $752 million.
  • Advised AuditBoard, a leading connected risk platform transforming audit, risk, compliance, and environmental, social and governance (ESG) management, on the benefits aspects of its agreement to be acquired for more than $3 billion by Hg.
  • Advised Amolyt Pharma, a global clinical-stage biopharmaceutical company based in Lyon, France, which specializes in developing therapeutic peptides for rare endocrine and related diseases, on the compensation and benefits aspects of its acquisition by AstraZeneca for up to $1.05 billion in cash.

Fenwick & West LLP

Fenwick & West LLP stands out for its deep expertise in executive compensation and employee benefits, playing a pivotal role in major M&A and capital markets transactions. Shawn Lampron leads the practice, earning recognition for advising on high-value deals involving complex equity structures, severance agreements, and change of control arrangements. Marshall Mort, Nancy Chen, and Gerald Audant are also key figures, regularly advising on executive employment agreements, compensation-related corporate governance, and due diligence in corporate transactions. The team is known for its ability to navigate sophisticated compensation matters across industries, particularly in the tech and life sciences sectors.

Practice head(s):

Shawn Lampron


Other key lawyers:

Marshall Mort; Nancy Chen; Gerald Audant


Key clients

Aliada Therapeutics


Alpine Immune Sciences


BioAge Labs, Inc.


Cisco Systems, Inc.


CoreWeave


Databricks


DICE Therapeutics, Inc.


DocuSign


GitLab


GoPro, Inc.


Metropolis Technologies


Model N


Morphic Holdings, Inc.


Searchlight


Shockwave Medical


Smartsheet


Squarespace


Stripe


Wiz


Wonder Group


Work highlights


  • Represented Morphic Holdings, Inc in its acquisition by Eli Lilly and Company .
  • Representing Smartsheet in its pending $8.4 billion acquisition by funds managed by Blackstone and Vista Equity Partners.
  • Represented Shockwave Medical, Inc in its acquisition by Johnson & Johnson.

Gibson, Dunn & Crutcher LLP

Gibson, Dunn & Crutcher LLP is highly regarded for its multidisciplinary approach, seamlessly integrating securities, tax, and labor law expertise to provide comprehensive advice on executive compensation, incentive plans, and ERISA compliance. The firm is a trusted advisor on M&A, IPOs, and private equity transactions, frequently assisting Fortune 500 companies and investment funds with benefits structuring, retention strategies, and fiduciary compliance. The team is particularly active in high-profile corporate deals, including advising Pioneer Natural Resources on its $64.5bn merger with ExxonMobil. The practice is co-led by Sean Feller in Century City, who specialises in executive incentives and retention planning and Krista Hanvey in Dallas, an expert in corporate benefits structuring and securities compliance.

Practice head(s):

Sean Feller, Krista Hanvey


Other key lawyers:

Stephen Fackler; Michael Collins; Gina Hancock


Key clients

PAR Technology


Gilead Sciences


The First American Corporation


Matson Navigation Company


Chobani LLC


Merck & Co., Inc.


Algonquin Power and Utilities Corp


Veritas Capital


KKR


MidOcean Partners


OceanSound Partners


VMware, LLC


Celanese Corporation


J.H. Whitney Capital Partners and Alphia


Fiesta Restaurant Group, Inc.


Work highlights


Goodwin

Goodwin has strong expertise in ERISA and executive compensation, offering experience to advising clients on the full spectrum of compensation and benefits matters. Co-chaired by Patrick Menasco in Washington DC, and James Mattus in Boston, the team is known for its deep expertise in M&A, IPOs, private equity, and fiduciary issues under ERISA. The firm is a go-to advisor for financial institutions, investment funds, and emerging growth companies, offering strategic counsel on equity arrangements, golden parachutes, and retirement plan structures.

Practice head(s):

Patrick Menasco, James Mattus


Other key lawyers:

Lynda Galligan; Natascha George; Monica Patel


Key clients

Astera Labs, Inc.


ImmuNext, Inc.


Human Immunology Biosciences (HI-Bio)


Fusion Pharmaceuticals


Century Therapeutics


Deciphera


Charlesbank Capital Partners, LLC


AVROBIO


Marlin Equity Partners


Exabeam, Inc.


Talon Cyber Security, Ltd.


TowerBrook Capital Partners, L.P.


Work highlights


  • Advised Astera Labs on the employee benefits and executive compensation aspects of its $774 million initial public offering.
  • Advised Human Immunology Biosciences (HI-Bio™) on the employee benefits and executive compensation aspects of its $1.15 billion acquisition by Biogen.
  • Advised TowerBrook Capital Partners L.P. on the employee benefits and executive compensation aspects of its majority equity investment inLiftWerx Holdings Inc.

Morrison Foerster

Morrison Foerster’s EBEC team is an integral part of the firm’s transactional practice, advising clients across all stages of corporate growth. With expertise spanning executive compensation, pension plans, and complex regulatory compliance, the group plays a pivotal role in structuring high-profile M&A, IPOs, and cross-border transactions. The practice is widely recognised for its depth of expertise in private equity, financial services, and technology transactions, advising clients such as Autodesk, eBay, and SoftBank Group. The team is particularly adept at navigating ERISA’s fiduciary and prohibited transaction rules, advising on pension plan investments and structuring equity compensation arrangements that align with business strategy. Co-headed by Domnick Bozzetti   and Joshua Lerner, the group also provides strategic counsel on governance matters, tax implications, and disclosure requirements in capital markets transactions. Yuan Xia , based in Palo Alto, advises on executive compensation in domestic and cross-border transactions, including mergers, acquisitions, divestitures, and public offerings. Recent work underscores their ability to guide industry leaders through transformative deals.


Practice head(s):

Domnick Bozzetti; Joshua Lerner


Other key lawyers:

Yuan Xia


Testimonials

 

‘Strong across the board with a deep bench, pragmatic and deliver good results.’

‘Josh Lerner is very knowledgeable and user friendly, creative and delivers great results.’

 

Key clients

98point6 Technologies


Aegis Ventures


AgroFresh Solutions


Aliment Capital


Alpine Investors


Aqua Capital


Ascendent Capital Partners


Astellas Pharma


Arm


Ascendent Capital Partners


Autodesk


Bow River Capital


Breedon Group


eBay


Excellere Partners


FLYR


GeoComply


LeafLink


Main Post Partners


Mountaingate Partners


Nikon


North America Sekisui House


Odevo


onsemi


Palladium Equity Partners


Rivian Automotive


SoftBank Group


Southwest Gas


Tendo Systems


Valon Mortgage


Work highlights


  • Advised Arm on executive compensation and employee benefits matters ahead of and following its $5.22 billion IPO.
  • Advising Rivian Automotive on executive compensation and employee benefits matters related to an electric vehicles joint venture with Volkswagen Group.
  • Advised North America Sekisui House on executive compensation and employee benefits matters related to its $4.9 billion acquisition of M.D.C. Holdings.

Orrick, Herrington & Sutcliffe LLP

Orrick, Herrington & Sutcliffe LLP has cemented its reputation in executive compensation and benefits, offering strategic advice on high-stakes M&A, IPOs, and corporate governance matters. Led by Juliano Banuelos, the team is a trusted partner to major multinational corporations and emerging growth companies alike. The firm’s expertise spans equity arrangements, compensation structuring, and global benefits compliance, with a strong focus on cross-border transactions.

Practice head(s):

Juliano Banuelos


Other key lawyers:

Jason D. Flaherty; Christine McCarthy; Michael Y. Yang; Laura Bagarella


Key clients

SAP SE


Workday, Inc.


Turn/River Capital


ProEnergy Holding Co


Trucordia


Egress Software Technologies Limited


Deel, Inc.


Copenhagen Infrastructure Partners P/S


TotalEnergies


Avaya Holdings Corp.


Duetto


Front Row Group


Antin Infrastructure Partners


The Gap, Inc.


Work highlights


  • Advised SAP SE on the complex navigation of critical executive compensation and equity treatment issues related to its US$1.5 billion acquisition of WalkMe.
  • Advised ProEnergy Holding Company, Inc on a majority sale of its equity (60%) to Energy Capital Partners.
  • Advised Gap on its recent CEO hire, the hiring of other executive officers, and all aspects of executive compensation and public compensation disclosure.

Paul Hastings LLP

Paul Hastings LLP’s tax and benefits team, led by Stephen Harris  in Los Angeles, Eric Keller  in Washington, DC, and Dan Stellenberg in Palo Alto, advises on a broad range of executive compensation and employee benefits matters. The team regularly advises clients in sectors like technology and hedge funds, and are known for their ability to navigate tax-qualified plans, fiduciary obligations, and cross-border benefits structuring. The group is experienced in structuring incentive plans, negotiating employment agreements, and handling benefits issues in major corporate transactions. Recent highlights include advising financial institutions and private equity firms on complex compensation arrangements. The team is recognized for providing strategic solutions in ERISA-related matters, with expertise in high-profile C-suite negotiations.

Practice head(s):

Stephen Harris; Eric Keller; Dan Stellenberg; Jason Ertel; Deidre Kalenderian


Other key lawyers:

Jeffrey R. Ii


Testimonials

‘This is unique practice that touches the most important and valuable asset of the company – the equity, the employees and the link between them. Every company struggles with employee compensation and equity comp for employees. The team at Paul Hastings is super professional, knowledgeable, and solves any issue raised.’

Key clients

STG Partners


Significant Financial Institution


An ad hoc group of first lien and second lien lenders


Carlyle


MyFitnessPal


EquiLend


LogMeIn


CWT US, LLC


Micronics Engineered Filtration Group


Digital Transformation Opportunities Corp.


Sony Corporation of America


E. & J. Gallo Winery


Ford Motor Company


Work highlights


  • Advised STG Partners in its US$1.4 billion take-private of Avid Technology (NASDAQ: AVID), a leading technology provider that powers the media and entertainment industry.
  • Advised an ad hoc group of first lien and second lien lenders in connection with the comprehensive restructuring of Pennsylvania Real Estate Investment Trust (“PREIT”).
  • Advised Carlyle on a strategic investment into real estate finance solutions leading provider North Bridge ESG LLC.

Vinson & Elkins LLP

Vinson & Elkins LLP works with clients on compensation matters at the intersection of corporate transactions and governance. Led by David D’Alessandro  in Houston and David Peck  in Dallas, the team advises on equity arrangements, incentive structures, and regulatory compliance in M&A, IPOs, and private equity transactions, including structuring executive packages in billion-dollar mergers or advising on tax-efficient benefit strategies.

Practice head(s):

David D’Alessandro, David Peck


Work highlights


White & Case LLP

White & Case LLP’s team is recognised for its cross-border capabilities, advising multinational corporations and private equity firms on executive compensation, incentive structures, and regulatory compliance in complex transactions. Led by Henrik Patel in New York, the team is well-versed in public company M&A, IPOs, and restructurings, offering strategic guidance on severance arrangements, equity plans, and SEC disclosures. The practice is further strengthened by expertise in employment law and benefits structuring.

Practice head(s):

Henrik Patel


Other key lawyers:

Tal Marnin; Samantha Rozell


Testimonials

Screaming Eagle Acquisition Corp

Iberdrola NoIFS

Alstom

Pyrophyte Acquisition Corp.

Endava NoRamudden Global

Vast Renewables Limited

TotalEnergies E&P USA, Inc.

Elevance Health, Inc

Work highlights


  • White & Case represented Screaming Eagle Acquisition Corp., a special purpose acquisition company(SPAC), on its agreement to combine with the studio business of Lionsgate, which comprises itsTelevision Studio and Motion Picture Group segments and one of the world’s most valuable film andtelevision libraries, to launch Lionsgate Studios Corp.
  • White & Case represented of Iberdrola, S.A., an international electric utility company headquartered inSpain, in its pending acquisition of all shares of Avangrid, Inc., an energy services and delivery publiclytraded company listed on the NYSE (NYSE: AGR), not already beneficially owned by Iberdrola S.A forapproximately $2.6 billion.
  • White & Case represented IFS (owned by EQT, Hg and TA) on its CAD$1 billion acquisition ofCopperleaf, a global provider of AI-powered enterprise asset investment management and planningsoftware listed in Canada.

Willkie Farr & Gallagher LLP

Willkie Farr & Gallagher LLP ‘s executive compensation and benefits team is recognised for its sophisticated handling of high-stakes transactional matters, seamlessly advising private equity sponsors, asset managers, and corporate clients. The practice is led by Michael Katz and Jordan Messinger,  who provide strategic guidance on complex compensation structures, ERISA compliance, and governance considerations. The team has been instrumental in structuring compensation frameworks for major M&A deals and public offerings, including high-profile transactions for private equity firms and multinational corporations. With expertise spanning fund formations, insurance-linked securities, and regulatory matters, the group works closely with the firm’s corporate and finance practices on complex matters, with standout involvements for Insight Partners.

Practice head(s):

Jordan A. Messinger, Michael A. Katz


Other key lawyers:

Rose Ohanesian; Alexander P. Ryan; Scott D. Thompson; Sarah Haddy


Testimonials

‘Jordan Messinger is a strong lawyer in this area with a broad set of skills and a commercial approach’

‘The team is incredible. Relative to other firms, they excel is in their responsiveness, problem solving, and approach to advice. They collaborate with their clients and vendors, and help provide all relevant information to their client to make an informed decision. They leave their ego at the door, and only care about the best outcome for their client. Their responsiveness allows them to be efficient with their advice, and yet they are very thorough. ’

‘Jordan sets the tone at the top, he is hands on with his clients, giving outstanding advice, while also knowing when to leverage the rest of his great team. Jordan effortlessly gives practical advice, and delivers work efficiently. He is very pleasant to work with, and is able to describe complex legal matters in a digestible and easy to understand way. Relative to competitors, Jordan does an outstanding job of knowing when to be in the weeds on legal matters, and when to provide the big picture perspective to the client. His team, embodies many of his great traits. ’

‘In addition to sound legal advice, there is a helpful focus on giving the client holistic business advice.’

‘Jordan Messinger is a unique legal mind, who combines the finest in legal and business advice.’

‘They have a large number of attorneys that can handle benefits, executive compensation and ERISA issues connected to corporate transactions.’

‘Alexander Ryan is particularly skilled at handling ERISA issues involving financial services companies. ’

‘Alex Ryan is a very knowledgeable ERISA specialist.’

Key clients

Insight Partners and its portfolio companies


AcronisHamilton Insurance Group


Metropolis Technologies, Inc.


Title Resources Group


Platinum Equity


Cerity Partners


Warburg Pincus


Arch Insurance


North America


HBC


Fusus


Community Brands


Franchise Group


PharmaCord LLC


Resideo Technologies, Inc.


Victory Capital Holdings, Inc.


Cetera Financial Group


Gainline Capital Partners LP


Create Music Group


Hyphenate Media Group


Bending Spoons


ACF Investment Bank


Work highlights


Baker Botts L.L.P.

Baker Botts L.L.P. advises clients on executive compensation and employee benefits, particularly in the face of regulatory scrutiny and evolving disclosure requirements. The firm navigates compensation design, shareholder approval processes, and compliance with SEC and stock exchange regulations. Its expertise extends to M&A, private equity, ERISA compliance, and litigation. Robin Melman , chair of the firmwide practice, counsels boards, committees, and executives on high-stakes compensation issues, particularly during management transitions. Jason Loden, based in Dallas, focuses on plan administration and ERISA compliance, guiding clients through mergers and acquisitions. In Houston, Gail Stewart blends legal expertise with negotiation skills, advising on equity incentives and executive contracts. Dallas-based David Schiller brings deep transactional and litigation experience, covering matters ranging from golden parachutes to pension plans.

Practice head(s):

Robin Melman


Other key lawyers:

Jason Loden; Gail Stewart; David Schiller


Testimonials

‘Roin Melman is a string practitioner with good client and technical skills’

‘Baker Botts employee benefits and executive compensation team are excellent. They stay up to date on trends, provide practical advice, and are extremely knowledgeable. I have specifically worked with Robin Melman, Partner in New York. Robin provided extensive legal advice on the Federal Trade Commission’s ban on non-competes, which has been stayed by the federal courts. Robin provided excellent advice on this complex proposed law.’

‘Robin Melman and Gayle Stewart, are two of the best attorneys in employee benefits and executive compensation. They stand out from others in this practice area based on their extensive practice and extensive client base in the energy industry. I really enjoy working with both of them.’

‘They have a strong team as regards employee benefits and executive compensation. ’

‘Baker Botts is responsive and has a good depth of expertise. Robin Melman is particularly helpful.’

Key clients

BKV Corporation


Bristow Group Inc.


Cactus, Inc.


CenterPoint Energy, Inc.


ConocoPhillips


Coterra Energy


CTF Development, Inc.


Dave J. Lesar and Jim Brown


Eagle Materials Inc.


Enlink Midstream, LLC / Enlink Midstream Partners, LP


GCI Liberty, Inc.


Governance Committee of Veritex Holdings


Helix Energy Solutions Group, Inc.


Hines Interests Limited Partnership


IBEW-NECA Southwestern Health & Benefit Fund


Insperity


Jones Energy II, Inc.


Liberty Broadband Corporation


Liberty Latin America


Liberty Media Corporation


Liberty TripAdvisor Holdings


Macquarie Capital Investment Holdings In


Martin Resource Management Corporation


Murphy Exploration & Production Company


Museum of Fine Arts, Houston


Noble Corporation PLC


Occidental Petroleum Corporation


Oceaneering International, Inc.


Qurate Retail, Inc.


RWE Trading Americas Inc.


Schlumberger Limited


Southern Company Gas


Southern Methodist University


Sunnova Energy Corporation


United Employee Benefit Fund


Westlake Chemical Corporation


WW International, Inc


Zix Corporation


Work highlights


  • Assisted with the combination of Liberty Media’s SiriusXM tracking stock group with SiriusXM to create a new public company and the reclassification of Liberty Media into three new tracking stock groups.
  • Assisted Macquarie Capital in its acquisition of ONYX Insight (ONYX), the leading provider of wind turbine performance analytics and condition-based monitoring to the wind energy industry.
  • Advised BKV Corporation to design and implement equity and executive compensation arrangements ahead of the IPO’s September 2024 launch, including a new equity plan and award agreements and a new employee stock purchase plan.

Cadwalader, Wickersham & Taft LLP

Cadwalader, Wickersham & Taft LLP handles pension plan investments, structuring innovative investment vehicles, and regulatory ERISA matters. The firm represents financial services firms, hedge funds, private equity sponsors, and corporate boards, advising on compliance and transactional issues. James Frazier specialises in ERISA fiduciary standards and prohibited transaction provisions, representing clients in complex regulatory matters and before the Department of Labor. Andrew O’Brien focuses on M&A, leveraged buyouts, and executive compensation, advising public and private companies, management teams, and senior executives on employment and separation agreements, incentive compensation structures, and non-qualified retirement programs. All lawyers mentioned are in New York.

Practice head(s):

James Frazier; Andrew O’Brien


Testimonials

‘James Frazier is an expert in his field and very knowledgeable and responsive and has strong colleagues he can turn to for additional expertise and assistance.’


 

Key clients

BlackRock


Bank of America


JPMorgan


Morgan Stanley


TSD Rental


UBS


Work highlights


  • Advising multiple financial services firms and an important financial services firm trade association regarding issues associated with the U.S. Department of Labor’s (DOL) proposed amendments to Prohibited Transaction Class Exemption 84-14 (the so-called “QPAM Exemption”).
  • Represented Bank of America in connection with the closing of its purchase of approximately $2.8 billion in multifamily loans from Washington Federal.
  • Represented various lenders on a series of financing transactions involving Hartree Partners, LP, Sprague Operating Resources LLC and various subsidiaries and affiliates.

DLA Piper LLP (US)

DLA Piper LLP (US) is recognised for its strength in executive compensation and employee benefits, particularly in high-value M&A. The firm has a strong track record advising on cross-border deals, complex equity arrangements, and post-transaction integration. Led by Rita Patel, Richard Ashley , Julia Kovacs, Michelle Lara, and Keith Ranta, the team is well-positioned to support clients on intricate compensation structures and strategic benefits planning.

Practice head(s):

Rita M. Patel


Other key lawyers:

Richard Ashley; Julia Kovacs; Michelle Lara; Keith Ranta


Key clients

Stripe, Inc.


QUALCOMM Incorporated


Philip Morris Products S.A.


Renesas Electronics Corporation


Forward Air Corporation


Hewlett Packard (HP)


Arlington Capital Partners


Silvaco Group Inc.


Essence Ventures LLC


Berry Holdco LLC


Work highlights


  • Representation of Forward Airin its US $2.1B acquisition of Omni Logistics, LLC, leading on all employee benefits and executive compensation-related matters.
  • Representation ofHewlett Packard,in the divestiture of a major international division of the business through an asset sale transaction involving operations in 15 countries.
  • Representation ofNemetschek Group in the acquisition of GoCanvas Holdings for approximately $770 million and in other pending acquisitions.

Herbert Smith Freehills Kramer

Herbert Smith Freehills Kramer ’s executive compensation and employee benefits team plays a pivotal role in M&A, private equity buyouts, and complex restructurings. The team, based in New York, advises public and private companies, non-profits, senior executives, and compensation committees on incentive plans, deferred compensation agreements, severance packages, and compliance matters. Cases also includes transactional due diligence and ERISA-related counsel. Marissa J. Holob , chair of the practice, specializes in retirement plans, incentive structures, and compliance matters, particularly in M&A and restructuring contexts. Robert N. Holtzman  , co-chair of the practice, advises on executive contracts, employment disputes, restrictive covenants, and equity-based compensation, representing clients in high-stakes litigation and strategic corporate transactions. Sumaya Ullah Restagno  advises clients in corporate transactions, including retirement and welfare plans, deferred compensation, golden parachutes, and post-closing benefits, while also assisting with the design and administration of retirement plans, welfare plans, employment agreements, and regulatory compliance.

Practice head(s):

Marissa J. Holob; Robert N. Holtzman


Other key lawyers:

Avram J. Cahn; Sumaya Ullah Restagno


Key clients

The special committee of the Board of Directors of Thoughtworks


Del Monte Foods Inc.


Stone Point Capital and SunFireMatrix Inc.


Vensure Employer Services Inc.


Strategic Management Solutions LLC


Tree Line Capital Partners


Prima Capital Advisors


BlackRock


Revolt Media & TV Holdings LLC


Waterfall Asset Management


Atlantic Street Capital Partners


Sentinel Capital Partners


Knighthead Capital Management LLC


Work highlights


  • Advised the special committee of the Board of Directors of Thoughtworks in connection with its definitive merger agreement pursuant to which an affiliate of funds advised by Apax Partners LLP will complete a take-private of Thoughtworks.
  • Represented Del Monte Foods Inc. in an innovative refinancing transaction that closed in August 2024.
  • Advised Stone Point Capital (“Stone Point”) and SunFireMatrix Inc. (“SunFire”), a leading software and tech-enabled services platform serving the insurance distribution and health plan markets, on SunFire’s acquisition by funds managed by KKR.

Linklaters LLP

Linklaters LLP ’s practice focuses on executive compensation, employee benefits, and ERISA fiduciary matters, particularly in the context of M&A transactions. The team advises clients across various industries on structuring executive compensation arrangements, disclosure considerations, and regulatory compliance. It also provides guidance on private equity fund formation, high-value cross-border acquisitions, capital markets transactions, and financing arrangements. The practice supports multinational corporations in designing and implementing executive compensation and share plans across jurisdictions. Andrew L. Gaines  leads the team in New York and advises employers on compensation structures in corporate transactions and bankruptcy. Also New York-based, Janet Lee’s expertise extends to executive compensation matters in M&A and financing transactions, while Maddy Hayes focuses primarily on compensation and benefits issues in both public and private deals.

Practice head(s):

Andrew Gaines


Other key lawyers:

Maddy Hayes; Janet Lee


Testimonials

‘Excellent mix of experience across the team — including long-time partners, in-house experience and exec comp as well as ERISA. Recent expansion of team by bringing on Janet Lee strengthens their expertise especially for financial services clients.’

Key clients

Rio Tinto


Volkswagen AG


Tate and Lyle


Aperam S.A.


Brookfield Corporation


Mastercard


Spirent Communications


Emirates Telecommunications Group/e& and Careem Technologies


bPost


Assicurazioni Generali SpA


Getir


Q-Energy Asset Management


Executive compensation and incentive plan design counsel to numerous clients (including AXA and Barclays)


Investment Funds Counsel


Capital Markets and Complex Financing Transactions


Securities and SEC clawbacks counsel to numerous U.S.- and dual-listed companies (including National Grid, Barclays, WPP and Diageo)


Work highlights


  • Advised Rio Tinto on the U.S. executive compensation and employee benefits aspects of its US$6.7bn all-cash acquisition of NYSE-listed Arcadium Lithium.
  • Advised Volkswagen on the U.S. executive compensation and employee benefits aspects of its U.S.$5.8bn vehicle software technology JV and investment transaction with Rivian.
  • Advised Tate & Lyle on the U.S. executive compensation and employee benefits aspects of its U.S.$1.8bn acquisition of CP Kelco from J.M. Huber Corporation.

Mayer Brown

Mayer Brown International LLP advises U.S. and multinational corporations on employee benefits, executive compensation, and pension investments. Headed by Maureen Gorman  , the firm works with investment managers, banks, and institutional fiduciaries and represents clients before regulatory agencies, including the IRS and the Department of Labor. Its practice covers compliance, transactions, and disputes related to compensation and benefits. Debra Hoffman focuses on employee benefit plans and executive compensation, advising public and private clients on compliance and regulatory matters. Ryan Liebl  designs and administers compensation plans, including nonqualified deferred compensation and equity-based agreements, with experience in cross-border transactions. Stephanie Vasconcellos  drafts and negotiates employment and severance agreements, incentive plans, and retention agreements, assisting clients with regulatory compliance and corrections, including Section 409A.

Practice head(s):

Maureen Gorman


Other key lawyers:

Debra Hoffman; Ryan Liebl; Stephanie Vasconcellos


Key clients

Assured Guaranty


Canadian Imperial Bank of Commerce


Cummins


HSBC


Nestlé


Northern Trust


State Farm


Tenneco


The Jordan Company


Yum! Brands, Inc.


Work highlights


  • Represented HCL Technologies Limited in the $225 million acquisition of the Communications Technology Group business, a global telecommunications business, from Hewlett Packard Enterprise Company.
  • Represented Kayne Anderson Capital Advisors, L.P. in the sale of DYMA Brands, Inc., a leading manufacturer of liquid portion control, bulk condiments, seasonings, and dry blend mixes, to Ventura Foods, LLC.
  • Represented Proficient Auto Logistics, Inc. in the acquisition of five existing automotive freight businesses followed immediately by its $215 million initial public offering on the Nasdaq stock exchange as one publicly traded entity.

McGuireWoods LLP

McGuireWoods LLP maintains a growing employee benefits and executive compensation practice, handling a broad range of matters for a diverse client base across industries. Led by Taylor Wedge French in Charlotte and Gerald Thomas in Atlanta, the team regularly advises on incentive compensation structures, ERISA compliance, and executive agreements. The firm’s experience spans complex benefits-related transactions, including mergers, acquisitions, and restructuring mandates. Clients include major financial institutions, energy providers, and multinational corporations, with the firm frequently engaged for its ability to navigate intricate benefits programs. The practice continues to expand its national footprint, with figures such as Robert Wynne  and Allison Tanner playing a key role.

Practice head(s):

Gerald V. Thomas II, Taylor Wedge French


Other key lawyers:

Robert Wynne; Allison Tanner


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


WilmerHale

WilmerHale ’s executive compensation and employee benefits practice, led by Kim Wethly in Boston, advises employers, executives, and benefits providers on a range of compensation and benefits matters. The team handles equity and nonqualified compensation plans, ERISA and 401(k) issues, and compliance with SEC and IRS regulations. The firm’s expertise extends to advising multinational clients on cross-border compensation strategies and structuring employee benefits in corporate transactions. Wethly is noted for her experience in advising corporate boards and executives on compensation committees and incentive plans. Clients span various industries, including technology, financial services, and life sciences.

Practice head(s):

Kim Wethly


Testimonials

‘Kimberly Wethly leads a team with deep and broad experience in advising public companies on compensation matters. Compensation at public companies has become increasingly complex and every public company needs sophisticated counsel like the team at WilmerHale.’

‘Kimberly Wethly is both extraordinarily well versed in executive compensation matters and adept at communicating complex topics.’

 

Key clients

General Catalyst


TechTarget Inc.


Alcresta Therapeutics


Sierra Space Corporation


Eliem Therapeutics, Inc.


Blue Apron Holdings, Inc.


Decibel Therapeutics


Seaport Therapeutics


Work highlights


  • Represented TechTarget in its $1.6 Billion combination agreement with Informa Tech’s digital businesses.
  • Represented Sierra Space in its $290 million Series B funding round.
  • Represented Eliem Therapeutics, Inc. in its definitive merger agreement to acquire Tenet Medicines, Inc.

Winston & Strawn LLP

Winston & Strawn LLP ’s employee benefits and executive compensation team is well-versed in handling transactional and regulatory matters for a diverse client base, including Fortune 500 companies, private equity firms, and financial institutions. Led by Joseph Adams in Chicago and Scott Landau  in New York, the team provides strategic counsel on ERISA, incentive equity, and executive compensation issues in complex M&A and restructuring deals. The team offers expertise in compensation arrangements, severance plans, and compliance matters. The firm has been engaged in significant transactions, assisting clients with high-value deals and navigating evolving regulatory frameworks. Maria Kenny , based in New York, advises public and private companies, private equity clients, while also assisting with executive employment agreements, severance plans, equity arrangements, non-qualified retirement plans, and welfare benefit plans.

Practice head(s):

Scott Landau, Joseph S. Adams


Other key lawyers:

Maria Kenny; Jennifer Stadler; Jessica Diedrich


Key clients

Argand Partners


Brookfield Asset Management


Century Park Capital Partners


Court Square Capital Partners


Crowe LLP


Danfoss


Eos Partners


Gartner


GenNx360 Capital Partners


Hudson Hill Capital


Lear Corporation


PwC


Revelstoke Capital Partners


ShelterPoint Insurance Group


TJC, LP


The Vistria Group


Water Street Healthcare Partners


Work highlights


  • Advoised ShelterPoint Group on its sale to Protective Life Corporation.
  • Represented Crowe LLP in all employment, labor, executive compensation, incentive equity, and employee benefit matters throughout the sale of Crowe Healthcare Consulting to TPG.
  • Advised TPG Global, LLC in connection with all employee benefit aspects relating to its acquisition of Angelo Gordon.

ArentFox Schiff

ArentFox Schiff ’s practice focuses on compensation arrangements and employee benefits, particularly in the context of mergers and acquisitions. The team supports deal negotiations by advising on benefits representations and warranties in transaction documents and conducting due diligence on executive compensation and benefits plans for both buyers and sellers. The practice also provides strategic counsel on regulatory compliance and benefits matters. Led by experienced partners across multiple offices, the team offers broad expertise and serves clients across a diverse range of sectors, including manufacturing, hospitality, sports, and food and beverage. Washington DC-based Quana Jew ’s expertise includes advising clients on retirement plans, executive compensation, and health and welfare benefits. Mamta Shah, based in the New York office, focuses on employee benefit plans and benefits issues in business transactions. Brian Friederich in Chicago counsels companies and executives primarily on equity incentive plans, employment agreements, and compensation packages.

Practice head(s):

Quana Jew; Mamta Shah; Brian Friederich


Testimonials

‘They are approachable, available and knowledgeable about the issues we tackle. Their guidance is honest and practical.’

‘Quana Jew is amazing. She is an expert in her field, knows our plans and provides analytical and practical guidance.’

 

Key clients

Monsanto Company/Bayer Corporation


Carl Zeiss, Inc.


Choice Hotels International


Cresset


Popp Hutcheson


Providence


Wintrust


Fantasy Life


Sutil Group


Work highlights


  • Represented Cresset Partners in its acquisition of CH Investment Partners, a Dallas-based investment advisory and family office firm.
  • Advised Providence, in its sale of Acclara, a leading technology-driven revenue cycle management company, to R1 RCM Inc.
  • Advised leading fantasy sports company Fantasy Life in the acquisition of Guillotine Leagues, a growing fantasy platform that offers a new take on fantasy football.

Bracewell LLP

Bracewell LLP ’s practice focuses on executive compensation and employee benefits. Led by team partner Matthew Grunert  , who oversees the department from Houston, the practice advises public and private companies, as well as private equity funds and portfolio companies, primarily in the energy sector. The team provides counsel on structuring executive compensation packages, negotiating employment transfer terms, and ensuring compliance with corporate governance and securities regulations.

Practice head(s):

Matthew B. Grunert


Key clients

BofA Securities, Truist Securities, US Bancorp and Wells Fargo Securities


Apache Corporation


PSC Group


Cornerstone Building Brands


NRG, Inc.


Avista Corporation


Carbon capture and storage technology and infrastructure company


Phillips 66


Drilling Tools International Holdings, Inc.


Work highlights


  • Represented the underwriters, led by BofA Securities, Truist Securities, US Bancorp and WellsFargo Securities – with the employee benefits consideration – in connection with DardenRestaurants, Inc.’s recent public offering of $400,000,000 of 4.350% Senior Notes due 2027and $350,000,000 of 4.550% Senior Notes due 2029
  • Advised Apache Corporation and certain affiliates with respect to all benefits considerations inthe sale of non-core properties non-core properties in the Permian Basin for $950 million.
  • Advised Cornerstone Building Brands on numerous compensation and benefits issues –including all aspects of compensation and benefits-related diligence – related to thecompany’s assets purchase related to a window-production manufacturing business

Milbank

Milbank advises on executive compensation and employee benefits, particularly in corporate restructurings, bankruptcies, and M&A. The firm’s ECEB group is well-versed in structuring compensation arrangements in public company deals, private equity transactions, spin-offs, and IPOs. Manan Shah, based in New York, counsels boards and compensation committees on executive compensation matters, including employment, separation, and change-of-control agreements. He regularly advises on compensation structures in corporate restructurings and M&A. Also in New York, Joel Krasnow specializes in ERISA fiduciary rules and provides guidance on compensation and benefits issues in financial restructurings and mergers.

Practice head(s):

Manan “Mike” Shah


Other key lawyers:

Joel Krasnow


Key clients

EQT X Fund


SEACOR Holdings, Inc.


Nexus Capital Management


One Equity Partners


Special Transaction Committee of the Carrols Restaurant Group Board of Directors


United States Steel Corporation


Veritas Capital


Aurous Resources


Frontier Communications Parent, Inc.


Work highlights


  • Advised Nippon Steel on its acquisition of United States Steel.
  • Represented One Equity Partners in connection with the sale of Computer Design and Integration LLC to AHEAD.
  • Advised EQT X fund (“EQT”) on its investment in Acronis AG, pursuant to which EQT acquire a majority stake in Acronis.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. provides counsel on executive compensation and employee benefits, representing companies, private equity firms, hedge funds, and executives. Headed by Michael Arnold , the firm advises on compensation structures in M&A, private equity transactions, and venture capital investments across industries such as healthcare, technology, and retail. Andrew Bernstein , based in New York, focuses on executive compensation negotiations for senior executives and management teams. In Boston, Benjamin Ferrucci advises on ERISA- related corporate matters and designs retention and incentive plans. New York-based David Lagasse structures and implements deferred compensation and equity arrangements in transactional contexts.

Practice head(s):

Michael S. Arnold


Other key lawyers:

Andrew Bernstein; Benjamin Ferrucci; David Lagasse


Key clients

Artemis Capital Partners


Berenson Capital


Butterfly Network


Charlesbank


Clarion Capital Partners LLC


Coppermine Capital


DermTech, Inc.


Elicio Therapeutics


Eyenovia, Inc.


Gradiant Corporation


Hartree Partners LP


HouseWorks Holdings, LLC


Immunome


Monomoy Capital Partners


Myriad Genetics


NET Power, LLC


QIAGEN


Sandy Alexander, Inc.


Sera Prognostics


Solstice Power Technologies, Inc.


Spero Therapeutics


Spero Therapeutics


Syncona Ltd.


Third Wave Recovery Systems LLC


Work highlights


  • Represented the members of the SVB Capital Operating Committee during the sale of SVB Capital from SVB Financial Group to Pinegrove Capital Partners, a new entity backed by Brookfield and Sequoia Heritage.
  • Represented Monomoy Capital Partners in its acquisition of Southern Exteriors, a leading installer of exterior building products serving residential homebuilders in the southeastern United States.
  • Advised in a private equity buy-side closing: a bolt-on for McDanel Advanced Materials Technologies, a portfolio company of Artemis Capital Partners.

Pillsbury Winthrop Shaw Pittman LLP

Pillsbury Winthrop Shaw Pittman LLP advises public and private clients on executive compensation, employee benefits, and ERISA fiduciary matters in both transactional and regulatory contexts. Headed by Nora Burke , the team counsels on domestic and international benefits, equity compensation, ERISA compliance, contract negotiations, and governmental audits, with a strong focus on M&A. Key partners lead the practice across multiple offices. In New York, Peter Hunt   specializes in pension and 401(k) plans, deferred compensation, and ERISA fiduciary matters. Austin-based Jessica Lutrin focuses on compensation structures in transactional and advisory settings. In San Francisco, Christine Richardson guides clients on employee benefits, particularly in the retail, e-commerce, and consumer brands sectors.

Practice head(s):

Nora Burke, Jessica Lutrin


Other key lawyers:

Peter Hunt; Christine Richardson; Mark Jones


Testimonials

‘I have worked with Pillsbury team for various comp&ben projects and some of them are related to transactions. The partners are very strong, knowledgeable and helpful. I have always appreciated their advice. ’

‘Mark Jones is one of the best comp&ben attorneys whom I have worked with. I have deep trust in his expertise, his work ethic, and professionalism. He is also very commercial and provides practical advice.’

‘Christy Richardson is an outstanding lawyer – she knows her craft well and knows how to explain difficult concepts to her clients. She understands transactions and how employee benefits fits into the larger picture. She is a wiz at finding solutions when it comes to the hiccups that can potentially derail a transaction. ’

 

Key clients

AT&T


Clearwater Paper


Everi Holdings Inc.


Invitae Corporation


IQVIA


JUUL


MSCI Inc.


Pacific Gas & Electric Company


Southern California Permanente Medical Group


TD Synnex


Victaulic


Wilbur-Ellis Holdings, Inc.


Work highlights


  • Advised a Fortune 50 Energy company and worked with local counsel in 47 foreign jurisdictions on worldwide employee offering of stock options, performance shares and RSUs, including securities registration, foreign exchange, tax, data privacy and employment laws.
  • Advised Victaulic ond Code Section 409A compliance and correction advice, compliance and plan design advice for Victaulic’s salaried and union pension and 401(k) plans, and preparing plan amendments and restatements for Victaulic’s pension plans, 401(k) plans, deferred compensation plan and supplemental executive retirement plan.
  • Advising Clearwater Paper on all employee benefit and executive compensation matters, as well as on corporate transactions.

Schulte Roth & Zabel LLP

Schulte Roth & Zabel LLP is recognized for its expertise in advising private equity firms, hedge funds, and asset managers on the executive compensation and employee benefits aspects of complex transactions. The team is well-versed in structuring equity compensation arrangements, deferred compensation plans, and ERISA compliance matters. Ronald Richman  and Mark Brossman are key figures in the practice, regularly advising clients on incentive compensation structures and regulatory considerations. The group is also noted for its experience handling compensation issues in fund formations and investment transactions. With a client base spanning major financial institutions and investment firms, the team continues to provide strategic counsel on sophisticated compensation and benefits matters.

Practice head(s):

Ronald Richman; Mark Brossman


Other key lawyers:

Jason Kaplan; David Efron


Key clients

Amalgamated National Health Fund


Cerberus Capital Management, L.P.


Construction Laborers Pension Trust for Southern California


LCN Capital Partners, L.P.


Mill Point Capital LLC


National Retirement Fund


Obion Capital Management LP


Science & Technology Partners, L.P.


TCI Real Estate Partner Funds


Westport Capital Partners LLC


Work highlights


  • Schulte advised Albertsons and the UFCW Union & Participating Food Industry Employers Tri-State Pension Fund with respect to advice to avert insolvency and reduction of pension benefits for its financially troubled multiemployer pension plan that is expected to become insolvent through the receipt of special financial assistance. Schulte counseled the Plan Sponsor with respect to a rehabilitation plan; freezing benefit accruals, and application to the Pension Benefit Guaranty Corporation for Special Financial Assistance.
  • Schulte’s Employment & Employee Benefits Group provides advice on many of Mill PointCapital’s acquisitions and dispositions. Recently, Schulte represented Mill Point Capital inconnection with entering into a definitive agreement to acquire the commercial refrigerationand foodservice equipment businesses (Fomento Económico Mexicano, S.A.B. de C.V. (NYSE:FMX). Our group advised Mill Point regarding employee benefit issues, including cross-borderemployment issues.
  • Our team advised Science & Technology Partners, L.P., led by Erika Klauer (ex-JennisonAssociates), in connection with the launch of her technology-focused equity hedge fund. Inconnection with the launch, we handled all parent and fund level formation, regulatory,employee and real estate work, and simultaneously negotiated a significant strategicinvestment in the new fund by a well-known Silicon Valley investor. Our EBEC team advisedScience & Technology Partners on structuring their funds to be ERISA-compliant or to avoidERISA by limiting benefit plan investments.