Hughes Hubbard’s Employee Benefits & Executive Compensation Practice

Our Employee Benefits & Executive Compensation practice combines sophisticated legal analysis with pragmatic, business-focused advice tailored to each client’s objectives. We are known for our command of ERISA, employment, tax and securities laws affecting employees and other service providers, benefit plans and executive compensation arrangements, and for delivering comprehensive solutions that satisfy complex regulatory requirements and achieve clients’ strategic goals.

Our lawyers have extensive experience across the full spectrum of business and benefit structures and work seamlessly with clients’ in‑house legal, human resources, tax and accounting teams. We routinely advise on domestic and cross‑border transactions, with particular emphasis on due diligence, negotiation and post‑closing integration of employee benefits and executive compensation programs. Our work spans plan design, implementation and administration, including short‑ and long‑term incentive arrangements, equity‑based compensation and other employee benefit plans.

For more information on this practice or to join our mailing list and receive future publications, please contact:

Charles Wachsstock

Chair

Transactional Benefits and Compensation
- Counseling U.S. and non‑U.S. clients on employee benefits and executive compensation issues arising in mergers, acquisitions, divestitures and joint ventures.
- Conducting benefits and compensation due diligence, negotiating deal terms and designing integration strategies for legacy plans and arrangements.
Executive Compensation & Incentive Arrangements
- Advising corporations, financial institutions, boards of directors, compensation committees, individual executives and management teams on:
  - equity and equity‑based compensation arrangements;
  - deferred compensation plans and programs;
  - change‑in‑control and golden parachute provisions;
  - employment, retention, severance and separation agreements; and
  - broad‑based benefit and incentive plans.
Corporate Governance, Securities & Disclosure
- Providing guidance on NYSE, Nasdaq and FINRA governance standards, Sarbanes‑Oxley compliance, fiduciary obligations, conflict‑of‑interest protocols, board and committee structures, codes of conduct, and director and officer compensation.
- Advising on SEC disclosure requirements, including proxy disclosures and registration statements, and on securities law issues affecting benefit plans and collective investment funds.
- Assisting with internal and regulatory investigations and advising on shareholder derivative actions involving compensation and benefit plan matters.
- Counseling on Section 16(b) and related executive officer and director reporting and short‑swing profit issues.
Health, Welfare & Other Employee Benefit Plans
- Ensuring compliance with the Affordable Care Act, COBRA, HIPAA and related federal and state requirements.
ERISA Fiduciary, Plan Governance & Investments
- Counseling on ERISA fiduciary duties, plan governance frameworks, plan asset rules and prohibited transaction issues.
- Advising on reporting and disclosure obligations and investment‑related issues for retirement and welfare plans.
Nonprofit and Tax‑Exempt Organizations
- Assisting nonprofit and tax‑exempt organizations with employee benefits, executive compensation and governance matters, including compliance with intermediate sanctions and other applicable tax rules.

Charles Wachsstock

Chair

Erin E. DeCecchis

Counsel

Spencer L. Harrison

Senior Counsel

Renan Varghese

Counsel

Bertrand Koch

Associate

Alexis Rosett

Associate

Eastern District of Pennsylvania Rules in Favor of FTC's Noncompete Rule